Rock would be no fun without its underdogs. In the 1970s, Badfinger wrote skyscraping hits with the Beatles in their corner until the bottom line caved in from under them. Meanwhile, across three brilliant yet brutally underselling albums, Big Star’s bushy-tailed power-pop hardened into beautiful surrender. Where some saw that band’s downfall as a cautionary tale, four talented guttersnipes found a call to action. “What’s that song?” the Replacements asked in “Alex Chilton,” their song named after Big Star’s singer and recorded at Big Star’s studio. “I’m in love with that song.”
Those words were belted in 1987 by Paul Westerberg, a music obsessive whose last two jobs had been in a steel mill and as a janitor for a U.S. senator. Bassist Tommy Stinson, the victim of a broken childhood, quit high school to join the band. Drummer Chris Mars had grown up haunted by the specter of mental illness. Their talented, troubled lead guitarist Bob Stinson — Tommy’s older half-brother — had left the rails due to addiction and been fired. The remaining three were drinking and drugging heavily at Ardent. Despite the chaos surrounding them, they made a joyful sound.
Pleased to Meet Me (Deluxe Edition), a new boxed set available October 9 via Rhino Records, shines up that joyful sound like never before. The collection contains a new remaster of Pleased to Meet Me, the 1987 album they recorded in Big Star’s haunt, along with rare demos, single mixes, and studio outtakes. Bob Mehr, who wrote their 2016 biography Trouble Boys: The True Story of the Replacements, provides a history of the album in a hardcover book.
The Replacements formed as teens and twenty-somethings in Minneapolis in 1979; by their big-budget fifth album at Ardent Studios, they were fraying apart. “They’d come to Memphis to break up,” producer Jim Dickinson revealed in Trouble Boys. “They’d had it planned that they were going to theatrically combust.” And they could have pulled the trigger, but as always, they were too in love with their song.
Despite having many competitors, the Replacements — often nicknamed “the ‘Mats” after the drunken mispronunciation “The Placemats” — are arguably the ultimate underdog band. Across seven albums and an EP, they evolved from hardcore punks into sophisticated songsmiths, making a handful of classics like 1984’s Let it Be, 1985’s Tim, and 1987’s Pleased to Meet Me before flaming out in 1990. (Bob Stinson died in 1995; Westerberg and Tommy Stinson revived the band name between 2012 and 2015 for a charity EP and tour.)
The Replacements intuitively understood having your song, a left-of-the-dial deep cut that perforates your heart. And they gave the world so many of them: “Takin’ a Ride,” a joyriding anthem that evokes losing your lunch; “I Will Dare,” a mandolin-strummed statement of vulnerability and courage; “Waitress in the Sky,” an infectious shuffle in tribute to Westerberg’s air-hostess sister. (To say nothing of “If Only You Were Lonely,” “Color Me Impressed,” “Favorite Thing,” “Bastards of Young,” “Achin’ to Be,” “Sadly Beautiful,” and many other rough-edged jewels.)
During their sloppy-yet-triumphant run, the Replacements influenced children by the millions — many of whom later became unlikely rock stars, too. Next time you raise a glass to a hard-luck shout-along by the Hold Steady, Drive-By Truckers, or Against Me!, toast the ‘Mats as well. Here is the Discogs guide to each album from their original run.
As a teenager, Bob’s social worker noted that he “showed no emotion except anger.” Later, a juvenile center deemed him “incorrigible.” Barely functional as a student, he threw himself into music, zoning out to rock magazines and obsessively woodshedding Johnny Winter and Yes licks. Soon after, he taught an 11-year-old Tommy how to play bass — deafeningly.
“He used to crank it up so loud, the dishes would rattle right off the shelves,” the Stinsons’ childhood friend Curtis Olson remembered about their pre-Replacements band Dogbreath in Trouble Boys. “It was like a daily ritual. If he didn’t take the trash out before he started jamming, it would fall over. Then [his mother] Anita would see the mess and yell, ‘Bobby!’”
The Replacements remembered this anecdote while naming their debut album Sorry Ma, Forgot to Take Out the Trash. (The New York Dolls’ “Trash” also affected their choice.) They recorded it under the wing of Peter Jesperson, the co-founder of Twin/Tone Records and owner of the record store Oar Folkjokeopus, who figured heavily in their story.
Tipped off to his existence by an audience member, Westerberg screwed up his courage, entered Oar Folk, and nervously handed Jesperson a demo tape. “Raised in the City” kicked it off, and its melodicism, attitude, and Stonesy suggestiveness (“Got a little honey, nice tight rear / She gets rubber in all four gears”) dropped his jaw.
“If I ever had a magic moment in my life, it was right then, listening to that tape,” Jesperson said in Trouble Boys. “It was the fierceness, I guess. It was a crappy recording, but, man, it was such a rush from the first notes.” He went on to be their manager, co-producer, biggest proponent, and fifth honorary Replacement.
Jesperson approached Sorry Ma, Forgot to Take Out the Trash as a Please Please Me-style attempt to capture the Replacements’ live show. Song-for-song, it is remarkable despite filler like “Otto.” (“We ain’t crazy about it either,” Westerberg wrote in the liner notes.) “Customer,” “Hangin’ Downtown” and “Shiftless When Idle” provide crystal-clear snapshots of teenage frustration. If they hit you at a certain age, you’ll never forget them.
Still, the Replacements sound nervous and rushed, a quality that abets some tracks and lessens others. “Raised in the City,” which blew Jesperson’s mind out of his ear in the first place, falls flat as a studio creation. “Our patience, our attention spans, were so short,” Westerberg said in Trouble Boys. “We didn’t understand the recording process. I didn’t, anyway.”
Despite its wet-behind-the-ears performances, Sorry Ma, Forgot to Take Out the Trash remains the best introduction to the Replacements. And midway through “Shutup,” Westerberg does just that: “Tommy’s too young / Bobby’s too drunk / I can only shout one note / Chris needs a watch to keep time!”
Despite their jackhammer tempos and prevalent snarl, the Replacements were never really a hardcore band; their love of melody was intact from the jump. That said, their bratty EP Stink is a peek into an alternate timeline where they continued in a Minor Threat vein.
“I couldn’t write hardcore worth a shit,” Westerberg admitted in Trouble Boys. “But I certainly tried to sound as tough as I could … there are certain kinds of songs that require being innocent or dumb, and you play up to that sometimes.”
These eight flippant songs would earn a punch in the nose from a less endearing band. “Fuck School” would be one-dimensional and obnoxious if not for its knack for detail. (“Laugh in the middle of my speech!” Westerberg barks — who hasn’t been there?)
“God Damn Job,” a response to his nagging father, is hilarious because Westerberg doesn’t even pretend to workshop a solution or check the wanted ads (“Goddamnit!” he whines instead). And “Gimme Noise” disses the Replacements’ local peers, the Suburbs, for the crime of being more successful than them. “I was jealous of them, certainly,” Westerberg said in Trouble Boys, noting their girl appeal. “It was like, ‘What are we gonna do? We’ll be louder and ruder’.”
As the loudest and rudest genre, hardcore can err on the side of humorless and hectoring. But on Stink, the Replacements weaved around its artistic speedbumps by keeping their tongues in their cheeks.
After Stink, the Replacements were ready to put hardcore to bed. “We’re not a hardcore band,” Westerberg said in Our Band Could Be Your Life, Michael Azerrad’s 2001 document of the underground rock scene. “We write songs rather than riffs with statements.” Besides, “It was impossible to sing that shit anyway; it was ripping my throat raw,” he said in Trouble Boys.
The band changed course, tinkering with songs in a Roseville, Minnesota, warehouse. The results touched on eerie soundscapes (“Willpower”), Beatles signifiers (“Mr. Whirly,” which nicks “Strawberry Fields Forever” and “Oh! Darling,” as well as Chubby Checker’s “The Twist”), and instrumental surf-rock (“Buck Hill,” named after a local ski slope).
“Run It,” one of their final hardcore conniptions, is a true story about Mars fleeing from police. The lyrics to “Lovelines” are ripped from a local alt-weekly’s personals section. “Take Me Down to the Hospital” was inspired by Jesperson rushing Westerberg to the ER due to some mysterious club drugs he’d swallowed. (Westerberg’s final request to Jesperson: “If I die … don’t let Bob sing.”)
They decided to rip off a 1963 compilation called Hootenanny — both its title and cover. “We figured, ‘Let’s use this old stupid folk record and put our name on it,’” Westerberg said in Trouble Boys. “We just pissed our pants laughing. When it came to those kinds of decisions, if it made us laugh hard enough, then it was right.”
The title track, a goofy, bluesy throwaway featuring all members on switched instruments, was recorded in one take. “Uh, okay … do you want to try that again or come in and listen to it?” co-producer Paul Stark asked, mystified, over the talkback mic. “Nope, that’s it: first song, side one,” Westerberg replied.
Overall, Hootenanny is mostly a mishmash of possible directions for the ‘Mats, and its best songs point to the ones they took.
One day while the Replacements drove to a Madison gig, Westerberg made a declaration: “The next song that comes on the radio, we’ll name it after that.” The Replacements had a bold new album in the can, which channeled their best songs to date through the range established on Hootenanny. What played next? You guessed it.
“Peter is at the wheel, silent as hell, thinking, ‘They’re not going to do this,’” Westerberg remembered in Trouble Boys. “We did it pretty much to piss him off and pretty much to show the world, in a Ramones kind of way, how dumb-smart we were … just to figure how many feathers we can ruffle.”
Like John Lennon proclaiming his band to be bigger than Jesus, ripping off one of the Beatles’ album titles was blasphemy in some circles. (To say nothing of posing on a rooftop for the cover!) But while NME called the original Let It Be “a cardboard tombstone, a sad and tatty end” to the Fabs’ story, the Replacements’ Let It Be is a summation of all they could do.
Westerberg wrote “I Will Dare,” the Replacements’ most emotionally probing song, during Hootenanny’s mastering process. “I got a call from Paul saying, ‘I’ve just finished the best song I’ve ever written. We need to record it now,’” Jesperson said in Trouble Boys. “But the record was already done, so we couldn’t do it.”
When he heard the song onstage at the Goofy’s Upper Deck club in Minneapolis, he felt a reaction he hadn’t felt since the Replacements’ first demo. “It was so instantly catchy,” he marveled. “The joke was, ‘Oh my God, we’re going to be rich! He’s written the song.’”
Bob Stinson had borrowed a 12-string from R.E.M.’s guitarist Peter Buck, but his inability to nail the solo prompted Buck to do it himself. “He didn’t know the titles of anything … he referred to them as ‘that one song,’ ‘that other song’ or ‘that other fucking song,’” Buck remembered in Trouble Boys. “No matter how many times they played the song, it was a brand-new song for Bob.”
He may have felt out of his depth playing these slower, subtler songs, but they were Westerberg’s most magnificent to date — and possibly ever. “Androgynous,” a simmering ballad he wrote on his parents’ piano, tenderly profiles a gender-bending couple; “Sixteen Blue” articulates adolescent frustrations one better than Stink; and the white-knuckled “Unsatisfied” displays Westerberg’s growing mastery of dynamics.
Let It Be is “a little more sincere,” as Westerberg put it in a 1984 interview, but don’t call it overearnest. “Tommy Gets His Tonsils Out,” “Gary’s Got a Boner,” and a cover of Kiss’s “Black Diamond” serve as a goofy counterweight. Most of all, the album is a call-to-arms for scruffy, ambitious outcasts the world over.
“One more chance to get it all wrong,” Westerberg howls on “We’re Comin’ Out” as the music ascends like a homemade space shuttle. “One more night to get it half right.”
Let It Be vaulted the Replacements to a new level, but they still hadn’t seen a dime from Twin/Tone. (Bob Stinson even worked a day job as a pizza chef.) Plus, wrecking their instruments and venues’ dressing rooms racked up the bills. “Selling records isn’t what we’re all about, but we’d like to make enough money to get us from gig to gig and not have a van that’s always breaking down,” Westerberg said in 1984.
Despite their fall-down-drunk live shows giving them a reputation as a liability, Sire Records, a Warner Brothers subsidiary, decided to sign them. “You have to be pretty good every night and not do stupid things and not break a lot of stuff,” Westerberg said about the responsibilities of being on a major label. “Maybe we’ll learn, maybe we don’t.”
Their intensifying drug and alcohol intake didn’t bode well. “There was a time when we’d get drunk twice a day,” Westerberg said in Trouble Boys. “We would be hammered by the afternoon, then probably take something to wake us up, and then start up again before the show and go until the wee hours.”
“It became a sideshow,” Mars added, calling their live show a “circus act.”
The ‘Mats enlisted the Ramones’ drummer Tom Erdelyi (or Tommy Ramone) to produce their next album. “There was a certain chemistry there. I think I understood them,” he said, according to Trouble Boys. The band was unimpressed by him.
“I think I had … two blown speakers in my amp, and those were the ones that were miked for the entire record,” Westerberg said in Trouble Boys. “Me and Paul had some real good licks, and every one of them got taken out,” Bob Stinson grumbled at the time. Upset that Erdelyi scooped his bass out of the mix, Tommy Stinson speculated that the Ramone had hearing problems.
Indeed, Tim features the most dated production that 1985 had to offer — which is a shame because of its first-rate material. Inspired by the Who, Westerberg gave “Left of the Dial,” “Bastards of Young,” and “Little Mascara,” a two-bar guitar intro for impact. (“I followed that formula for a long time,” he said in Trouble Boys. “I would start with the guitar, and the band would crash in.”)
The two crown jewels are “Kiss Me on the Bus,” one of Westerberg’s full-fledged, punk-free pop creations, and “Waitress in the Sky,” about his sister Julie and the indignities she bore as a flight attendant. “I was playing the character of the creep who demands to be treated like a king,” he said in Trouble Boys, and the song’s McCartney-level melodiousness shows how he could flip a character study into an earworm.
To celebrate the release of Tim, the Replacements booked a five-night stand at 7th Street Entry in Minneapolis. With Bob Stinson dry for three weeks due to a court-ordered rehab program, they sounded as good as they ever did. But in the middle of the final show, something changed irrevocably within the band.
Out of boredom, “Paul took a bottle of champagne, and he pointed it right at Bob and popped the cork,” Bob Stinson’s ex-wife Carleen Kreitler said in Trouble Boys. “Paul said, ‘Either take a drink, motherfucker, or get off my stage.’”
Did that relapse cause Stinson’s downfall? Westerberg doesn’t think so. “Everyone who knew Bob knew he was on a bad track from early on,” he said in Trouble Boys. “The man would’ve self-destructed had he been a cook if he’d never picked up a guitar.”
Still, the older Stinson felt demoralized. “He came home that night in tears,” Kreitler said. “He was doing his best to keep the band moving and that show moving forward. He felt like everyone was trying to bring him down into clown mode.”
Soon after, both he and Jesperson were out of the band for overindulging. “I couldn’t believe that it happened, and I still can’t believe it happened,” Jesperson said of his sacking in Our Band Could Be Your Life. “It was kind of like the pot calling the kettle black.”
Newly a three-piece, the Replacements began recording their fifth album at Ardent Studios in Memphis with Jim Dickinson, who’d produced Big Star’s unraveling 1978 masterpiece Third/Sister Lovers. Westerberg pretended he wasn’t impressed. “So, you recorded Big Star — so fucking what?” Tommy Stinson remembered him sneering. “It was like, ‘Yeah, we hired you because you did all that, but are you going to do for me?’”
Dickinson described his vision for Pleased to Meet Me as “like a big boombox blasting.” To achieve this effect, he tightened up their approach, fastening a chemical powder can to Mars’ kick pedal to make his footwork more accurate, compiling stray lyrics on a computer, and looping and sampling guitar parts as needed. (Westerberg, who had an encyclopedic knowledge of pop, didn’t mind: “Hell, the Byrds didn’t play on a bunch of their best records,” he rationalized in Trouble Boys.)
Dickinson’s ear for consistency meant Pleased to Meet Me achieved that “boombox” quality — plus an earthiness the ‘Mats lacked before. The real Alex Chilton even showed up to jam on “Can’t Hardly Wait.”
“I never travel far without a little Big Star,” Westerberg sang on his namesake song, but the Replacements took it a step further at Ardent — they got to pretend to be them.
After recording Pleased to Meet Me primarily as a three-piece, the Replacements hired Bob Dunlap, an established and learned guitarist. He initially saw the band as “trouble,” but was lured by Westerberg’s songwriting. (Later, Westerberg jokingly said they hired him due to having a driver’s license.) Out of sensitivity to Tommy Stinson, who couldn’t emotionally handle addressing another Bob, the band nicknamed him “Slim.”
The quartet had an aborted first go with producer Tony Berg at Bearsville Studios in Woodstock. Then, they entered Cherokee Studios in Hollywood with a then-28-year-old Matt Wallace, who would go on to co-produce Faith No More, Maroon 5, and Train. “I was threatened to be beaten up numerous times during the sessions, mostly by Slim,” Wallace said in Trouble Boys. “He was the enforcer. The only guy who was nice to me was Chris Mars.”
Despite their hostility, Wallace stuck to his guns and won begrudging respect from Westerberg. “With the Replacements, there wasn’t a lot of latitude,” he explained. “You had to wing it, but you also had to nail it. You might not get a second chance.” He had the sometimes-unsteady Mars play to a click track and tightened guitar and bass parts in post-production.
Halfway through the sessions, Tom Waits, a fan of the Replacements, joined them at Cherokee. (“They seem broken, you know?” he told NME in 1987. “One leg is missin’. I like that.”) He swigged Jack Daniels and joined them for the outtakes “We Know the Night” and “Date to Church.” (“The drunkest men in the world,” Westerberg marveled in Trouble Boys. “Me singing “Ol ‘55” and him singing “If Only You Were Lonely.”)
Despite this cameo by music’s mad scientist, Don’t Tell a Soul had terrific songs but antiseptic production. “Talent Show,” “We’ll Inherit the Earth,” and “Achin’ to Be” practically beg for Waits to knock a leg out from under them. The same goes for “Rock ‘n Roll Ghost,” a toast to Westerberg’s fading career embalmed in digital reverb and delay.
Thirty years after its release, Don’t Tell a Soul has received a liferaft. The album is best heard not in its original form nor via its 2008 remaster, but on Dead Man’s Pop, a 2019 box set whose first disc is a full-album remix by Wallace.
Don’t Tell a Soul only sold 319,344 copies. (“Not enough,” someone at Warner Brothers scribbled pointedly on its label file.) And “Rock ‘n Roll Ghost” was a not-so-subtle hint that Westerberg needed a change. “That song was the beginning of me starting to think, ‘What am I doing? I still don’t know. Am I happy?’” Westerberg said in Trouble Boys.
He thought about quitting the Replacements and tossing his songs to other artists — “Here Comes a Regular” to George Jones, “Bastards of Young” to Stevie Ray Vaughan, “Sadly Beautiful” to Marianne Faithfull. Westerberg kept writing and recording new compositions in his basement with his debut solo record in mind.
The Replacements’ co-managers Russ Rieger and Gary Hobbib rushed to Minneapolis to change his mind. “We told him, ‘You want a solo career? Then you want it off the biggest band record possible. You gotta do another Replacements album,’” Rieger recalled in Trouble Boys. “It wasn’t a creative or emotional argument; it was a business argument.”
Westerberg begrudgingly agreed, and Scott Litt, who’d co-produced R.E.M.’s Document and Green, was tapped for the project. Despite not being crazy about the ‘Mats, “I looked at the Replacements as the Rolling Stones to R.E.M.’s Beatles,” he explained. “They’d had a lot of critical acclaim, but they hadn’t sold records. I was driven to make a record with them that was going to be successful.”
Bob Dylan, who had been recording 1990’s Under the Red Sky, dropped by the studio at one point; his children Jakob and Anna were Replacements fans. The Velvet Underground’s John Cale played stirring viola on “Sadly Beautiful.”
“We couldn’t find [Cale] a pillow for his fiddle,” so we had to get some beer rag that we had wiped the floor up with the day before,” Westerberg said in Trouble Boys. “You kinda [saw] him holding his nose while he’s playing it.”
But it wasn’t “the biggest band record possible” — far from it. “I didn’t want to hear big loud guitars,” Westerberg said in Trouble Boys. “I wanted to make an eclectic, spooky little farewell record.” And that’s what All Shook Down is — compared to classic Replacements, it sounds stuck in first gear, but taken on its terms, it opens up.
The Replacements finally fell apart in 1991, with only Westerberg and Stinson remaining from the original lineup. Four years later, Bob Stinson tragically died at only 35 of hepatic cirrhosis, intravenous narcotism, and a range of other lifestyle diseases.
“Did he die because he abused drugs or alcohol over the years?” Stinson asked in Trouble Boys. “Possibly. Who knows how much the body can take? Did he die because my dad crushed his spirit as a fucking kid? Maybe. I think his heart gave up because he was tired. He was just tired.”
Still, he remembered how he felt at 11 when music was his and Bob’s salvation. “For the first time, as opposed to just sucking at everything and getting nothing from life except hate and failure, suddenly I’m getting positive reinforcement from something I’m doing,” he said early on in Trouble Boys. “We all were.”
The fact that the younger Stinson left high school to tour in a rock band tickled Waits. “The idea of all his schoolmates stuck there with the fucking history of Minnesota, and he’s on a bus somewhere sipping on a brandy bottle, going down the road of life,” he told Musician magazine in 1987. Get past the booze and buffoonery, and that’s the soul of the ‘Mats: exhilarated to be alive, ready to run, disinclined to slow down.
Published in partnership with Rhino.