Artist’s Remorse: Why The Replacements’ ‘Don’t Tell a Soul’ Misfired

It’s a story as old as time, or at least as old as rock and roll. A band with a decent-sized following reaches a higher level of success, and longtime fans feel cheated. The increase in popularity is usually accompanied by a change in the band’s sound. Accusations of selling out ensue.

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This was the story of The Replacements and their sixth album, Don’t Tell a Soul. To be fair, the Minneapolis-based post-punk band had already been trending towards a more pop-oriented approach. Pleased to Meet Me, the 1987 predecessor to Don’t Tell a Soul, featured two distinctly non-punk songs—”Can’t Hardly Wait” and “Alex Chilton”—that got significant airplay on modern rock radio stations. But, stylistically, Don’t Tell a Soul took The Replacements in an even more mainstream direction. It also was the band’s first album to reach the upper half of the Billboard 200 (No. 57), and it yielded their first (and only) Hot 100 hit, “I’ll Be You” (No. 51).

Naturally, The Replacements were called “sellouts.” It wasn’t just longtime fans who were unhappy with Don’t Tell a Soul. The band was underwhelmed with the album, and producer Matt Wallace was also dissatisfied (or in The Replacements’ parlance, “unsatisfied”) with the results. Frontman Paul Westerberg has called Don’t Tell a Soul “dated” and “overworked and overcooked.”

So why did The Replacements and Wallace make an album they didn’t like? At least for co-founder and bassist Tommy Stinson and Wallace, there’s a clear culprit. Here’s a hint: it’s (mostly) neither the band nor Wallace.

Victims of Their Own Success?

Pleased to Meet Me gave The Replacements more visibility on a national level. It was also the band’s second consecutive album to register on the Billboard 200, building on the previously unprecedented success of Tim. Their upward commercial trajectory may have added to the pressure coming from Sire Records to make Don’t Tell a Soul even more attractive to radio station programmers.

In a 2019 interview for Rolling Stone, Stinson surmised that the label’s desire for radio hits led them to bring in mixing engineer Chris Lord-Alge to work on the album. He told the magazine, “At that time, everything that was getting on the radio was coming from the Lord-Alge brothers.” Prior to the 1989 release of Don’t Tell a Soul, Chris Lord-Alge had worked on remixes for Bruce Springsteen, Madonna, and The Rolling Stones, and albums for Joe Cocker, Carly Simon, and Chaka Khan, among others. Tom Lord-Alge received acclaim for his engineering work on Steve Winwood’s Back in the HIgh Life and Roll with It, and Jeff Lord-Alge was a prolific engineer as well. Stinson said he figured the executives at Sire thought, “If we get [one of the Lord-Alge brothers] to do it, maybe we can get these guys on the radio and make some money on them.”

Stinson did hold the band responsible for caving in to the pressures coming from Sire. He said, “The pressure was there. You get sober and think about it, and you get drunk and f—n’ say, ‘F–k it.’”

“Just Didn’t Sound like The Replacements”

In the end, Stinson regretted the band turned the album’s final mixes over to Chris Lord-Alge, saying “they don’t really represent the band really well. They were kind of watered down.” He had no issue with the way Wallace produced the album, but the final version “just didn’t sound like The Replacements.” 

For his part, Wallace says Don’t Tell a Soul didn’t turn out the way that either he or the band had hoped. He told Tape Op magazine, “Of course, the Chris Lord-Alge mixes got them on the radio. … But it’s not the way we wanted it to sound.”

Getting It Right on Dead Man’s Pop

Wallace got an opportunity to remix Don’t Tell a Soul 30 years after its initial release. The Replacements’ biographer, Bob Mehr, obtained his rough mixes for the album after he discovered guitarist Slim Dunlap and his wife, Chrissie Dunlap, had them in their basement. Mehr gave the tapes to Wallace, who then went to work on the new version of the album.

In his Tape Op interview, Wallace said, “This time I got to go back and do it the way that the band, Paul, and everybody had envisioned it. This was the way we wanted it to sound originally.” The new version was released as part of The Replacements’ Dead Man’s Pop box set in 2019.

This is not one of those remixes where you have to listen closely to hear the differences. The ever-present reverb is gone, creating a live sound, and the instruments are noticeably rearranged in the mix. Right from the opener “Talent Show,” it feels like you’re listening to a different album altogether, with the band’s banter and alternating bass drum kicks and hand claps added to the first bars of the song. The tracks were resequenced as well, with hit single “I’ll Be You” and Stinson favorite “Darlin’ One” moved up to the front half of the album.

We’ll never know if Don’t Tell a Soul would have been a commercial breakthrough if Wallace had mixed the album in the first place. Wallace assumed that at least it wouldn’t have alienated as many of The Replacements’ existing fans. We do know that the new version did well in 2019, as Dead Man’s Pop reached No. 20 on Billboard’s Top Album Sales chart. Not every band that regrets how an album turned out gets a chance to have their instincts validated, but The Replacements sure did.

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Photo by Rich Polk/Getty Images for Coachella

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