The Replacements / Dead Man’s Pop

4CD+1LP box set based around ‘Don’t Tell A Soul’ featuring exclusive recordings

Minneapolis band The Replacements are set to release a deluxe set based around their 1989 album Don’t Tell A Soul.

Dead Man’s Pop features 60 tracks – 58 of which have never been heard before – and features a radically reimagined ‘Redux’ version of the album. The set also comes with a host of other period-appropriate recordings, alongside a live recording of a concert in Milwuakee from their 1989 tour, early aborted album sessions and several tracks recorded with Tom Waits.

Formed in Minneapolis in 1978, guitarist and vocalist Paul Westerberg, guitarist Bob Stinson, bass guitarist Tommy Stinson and drummer Chris Mars inspired by the likes of The Clash, Slade, Big Star and The Damned.

While not necessarily much of a big deal in the UK, The Replacements were the toast of the US alternative scene in the 1980s, graduating from punk beginnings alongside fellow Minneapolians Husker Du, towards a major label breakthrough with a series of critically acclaimed albums.

Eventually signing to Sire Records, they issued their Tommy Ramone-produced Tim in 1985, with Bob Stinson deciding to leave soon afterwards as the band had moved further from their hardcore roots. By their next album Pleased To Meet Me, they began to make inroads outside of the US alternative circuit, leading to a shambolic performance on Saturday Night Live where the visibly inebriated band managed to be banned from the show for life.

Don’t Tell A Soul was a lunge for mainstream acceptance, however Westerberg wasn’t entirely convinced with the finished product, suggesting that the initial demos were more what he had in mind. Just as they were completing work with producer Matt Wallace on Don’t Tell A Soul at Paisley Park, they made off with a collection of tapes recording during those sessions, and kept them safe until now.

Tensions soon rose internally within the band, alongside a disastrous support touring with Tom Petty and the Heartbreakers, the band released their final album – although originally earmarked as Westerberg’s solo debut – All Shook Down in 1990.

The band split shortly afterwards, just as the appetite for US alternative music was beginning to happen worldwide and acts they’d influenced such as Soul Asylum and Green Day became popular. Westerberg released a handful of solo albums throughout the next decade with occasional contributions to film soundtracks, as well as writing songs for other people, such as Glen Campbell’s ‘Ghost On The Canvas’.

The Replacements reformed briefly in 2012, with Tommy Stinson and Paul Westerberg the only remaining members. They played their first shows together in 22 years, performing at Coachella in 2014. After several attempts to kick start a new album came to nothing, they played their final gig at the Primavera festival in 2015.

Dead Man’s Pop comes in a handsome 12″ x 12″ hardcover book which features a detailed history of the Don’t Tell A Soul era written by Bob Mehr, who co-produced this package for Rhino. He says “While it’s impossible to unhear a record that’s been around for three decades, this version, Don’t Tell A Soul Redux, is the album the band made and intended to release. In addition to Matt Wallace’s mix, Redux also restores several crucial elements from the sessions, including original drums tracks, vocal takes and tempos that were altered in post-production…[and] the band’s original sequence of the album.”

Matt Wallace concurs: “The true spirit of The Replacements was always there on the recordings we did back in 1988, and now you can hear and feel it clearly…This was the project of a lifetime for me when we recorded it 30-plus years ago, and it’s even truer today as we’ve finally fulfilled our original vision.”

The final two CDs in this Dead Man’s Pop package capture the band performing live in Milwaukee during the “Don’t Tell A Soul Tour.” The bulk of the 29 tracks included have never been released and the entire show has been newly mixed by Brian Kehew.

Dead Man’s Pop will be released on 25 October 2019.

Disc One (CD): Don’t Tell A Soul Redux

“Talent Show” – Matt Wallace Mix *
“I’ll Be You” – Matt Wallace Mix *
“We’ll Inherit The Earth” – Matt Wallace Mix *
“Achin’ To Be” – Matt Wallace Mix *
“Darlin’ One” – Matt Wallace Mix *
“Back To Back” – Matt Wallace Mix *
“I Won’t” – Matt Wallace Mix *
“Asking Me Lies” – Matt Wallace Mix *
“They’re Blind” – Matt Wallace Mix *
“Anywhere’s Better Than Here” – Matt Wallace Mix *
“Rock ’n’ Roll Ghost” – Matt Wallace Mix *

Disc Two (CD): We Know The Night: Rare and Unreleased

“Portland” – Alternate Mix (Bearsville Version) *
“Achin’ To Be” – Bearsville Version *
“I’ll Be You” – Bearsville Version *
“Wake Up” – Alternate Mix – Bearsville Version *
“We’ll Inherit The Earth” – Bearsville Version *
“Last Thing In The World” *
“They’re Blind” – Bearsville Version *
“Rock ’n’ Roll Ghost” – Bearsville Version *
“Darlin’ One” – Bearsville Version *
“Talent Show” – Demo Version
“Dance On My Planet” *
“We Know The Night” – Alternate Outtake *
“Ought To Get Love” – Alternate Mix *
“Gudbuy T’Jane” – Outtake
“Lowdown Monkey Blues” – Featuring Tom Waits *
“If Only You Were Lonely” – Featuring Tom Waits *
“We Know The Night” – Featuring Tom Waits (Rehearsal) *
“We Know The Night” – Featuring Tom Waits (Full Band Version) *
“I Can Help” – Featuring Tom Waits *
“Date To Church” – Matt Wallace Remix*

Disc Three (CD): The Complete Inconcerated Live, Part One

“Alex Chilton” *
“Talent Show” *
“Back To Back” *
“I Don’t Know” *
“The Ledge” *
“Waitress In The Sky” *
“Anywhere’s Better Than Here” *
“Nightclub Jitters” *
“Cruella De Ville” *
“Achin’ To Be” *
“Asking Me Lies” *
“Bastards Of Young” *
“Answering Machine” *
“Little Mascara” *
“I’ll Be You” *

Disc Four (CD): The Complete Inconcerated Live, Part Two

“Darlin’ One” *
“I Will Dare” *
“Another Girl, Another Planet” *
“I Won’t” *
“Unsatisfied” *
“We’ll Inherit The Earth” *
“Can’t Hardly Wait” *
“Color Me Impressed” *
“Born To Lose” *
“Never Mind” *
“Here Comes A Regular” *
“Valentine” *
“Left Of The Dial” *
“Black Diamond” *

* previously unreleased

Disc Five (vinyl LP): Don’t Tell A Soul Redux

“Talent Show” – Matt Wallace Mix *
“I’ll Be You” – Matt Wallace Mix *
“We’ll Inherit The Earth” – Matt Wallace Mix *
“Achin’ To Be” – Matt Wallace Mix *
“Darlin’ One” – Matt Wallace Mix *
“Back To Back” – Matt Wallace Mix *
“I Won’t” – Matt Wallace Mix *
“Asking Me Lies” – Matt Wallace Mix *
“They’re Blind” – Matt Wallace Mix *
“Anywhere’s Better Than Here” – Matt Wallace Mix *
“Rock ’n’ Roll Ghost” – Matt Wallace Mix *

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Wayne Klein

Well for those interested the mastering by Chris Bellman for the vinyl is better than the CD.


Has anyone in the UK received this yet if pre-ordered from Rhino.com? I ordered not long after it was announced, and have only got apologetic email saying their warehouse didn’t ship stuff when requested ‘and we’re trying to work out a solution to this for future releases’!
I *was* sent a download of the full set, and also two further tracks which I think are the bonus rarities on the promo cassette, so at least I can listen to the thing, but it’s frustrating that other people who bought from amazon and other retailers, online and in store, have the actual product and Rhino’s diligent, pre-ordering customers don’t.
First world problem, I know, but it is irritating…


An update – and a warning about ordering from Rhino.com.
My pre-order still hadn’t arrived, well over 2 weeks after release date; my order status on Rhino’s website was still shown as ‘pending’ and ‘not shipped’
I’d tried contacting Rhino’s customer services via their online order form, but got no info until yesterday when I got an email saying:

“Dear John
Thank you very much for your email.
We do not currently have an exact estimate as to when your order will ship.
Our warehouse is in the process of upgrading their shipping method for packages being delivered outside of the United States.
This will eliminate the customs issues that customers have previously experienced with their orders.
We have been assured that the shipping upgrade process is nearing completion.
However, shipments to destinations outside of the U.S. are currently on hold until this process is complete.
Subsequently, we will not have any further updates on the status of your order, until you receive your shipping confirmation email.
We are very sorry for this delay and inconvenience.
If you decide that you would prefer to cancel your order, please let us know and we will put in a request with our warehouse to do so.
Thank you for your patience.”

I then checked if their new system would eliminate the need for paying customs charges, which would be great, but they replied saying that actually they couldn’t promise this after all. So I cancelled my order, and will buy the set elsewhere.
I will certainly not be ordering from Rhino.com in the future after this episode, and thought others may want to tread carefully…

Dave McG

I discovered the replacements around ‘all shook down’ (I was a youngster, and all the hype was around throwing muses/pixies/etc in them days). Wasn’t what I was expecting, I think I returned it to virgin (as one could in them days), but I purchased it again later. Similarly for ‘don’t tell a soul’ – I had the cassette cheap as it had one of those ‘chips’ out of the plastic box that meant you could buy it for a great price at your local indie. Didn’t think much of it – I felt it was a transitional album where the ‘ments of ‘all shook down’ would eventually perfect that version of the band. But this looks interesting…bit pricey tho’!

Arthur O'Brien


It’s “Minneapolitans,” not “Minneapolians.” Nice to see something from a band from my area.

Johnny Spasm

Watched the SNL performance. Didn’t think it was terrible.


I fondly remember watching the SNL performance and loved it. One of my favorite bands performing on nation TV, and they didn’t sell out even though they had “one foot in the door.”

Larry Davis

Great band, although at one point I had claimed to like the Mats-esque but more commercial Goo Goo Dolls more…still like the Goos, can never hate em for their early work…but I’ve come to value the ‘Mats more, espesh that amazing Maxwells live record which totally blew me away…it was thru that record that I finally really understood why people loved “poor Bob” so much…my jaw hit the floor…always loved “Pleased To Meet Me” & if there was one song that defined the ‘Mats ethos, it’s “I Don’t Know”…equal parts rocking & funny….just ordered the now rare 2008 expanded “Tim”, good luck finding that for cheap!! As for this box, I’ll buy…even tho the original album was kinda lame and tame, felt like trying to keep a wild animal in a cage really…”I’ll Be You”, the hit, was just OK but coulda been amazing, kinda dug “Talent Show” too…but the fault lies more with the mix & production than the songs or the band, so I’m anxious to hear the band’s & Wallace’s vision…as for the band not being involved?? Bull…the box coming out, to me, IS the band’s approval!! Wonder if SDEs of the other 7 albums are in the works?? Wonder if I shoulda waited instead of shelling out about $40 for the expanded “Tom”?? Love the title too…”Dead Man’s Pop”…a twisted take on pop/powerpop music…

Paul E.

I followed the SDE link yesterday and purchased this for two reasons: I’m excited about finally having the entire “Inconcerated Live” EP/Concert unabridged across two CDs AND as a matter of pure curiousity; hearing the original mix. My memory is that Paul Westerberg hated the original recording – stating it was too raw & loud (huh?). In working with Wallace he sought to improve upon those initial sessions by adding all that sweet sweet 80’s production (insert synth & electronic drums here).

So what’s the truth? Did Westerberg really hate the final product as he states now and this re-release serves to support why the original mix is more “Mats-like” (i.e. raw/loud/unfinished)? Or was the polished terd/final release of “Don’t Tell A Soul” what he really wanted in the end? Who cares as it makes sense to exactly no one – it’s why I admire this band so much.


One of the few bands that I would buy just about anything they released and thankfully they haven’t released much since their breakup. Im looking for to this as I saw them a couple of times in the mid to late 1980’s-90 including opening for Tom Petty at the Bayfront Center in St Petersburg , Florida- which I throughly enjoyed. For me ‘Tim’ and “Let It Be’ are among my top 20 of the 1980’s and thats saying something, so Im looking forward to this.
Thanks for posting .


It’s a bit odd to read that the original *producer* of (and responsible for) the record released back in the day is now saying that *that* record was not what the band intended; and that *this* new version is what the band REALLY wanted; and still the band (i.e. Westerberg) don’t seem to have been involved, or even approving, or even have a say, in this release.
The whole operation looks like a cash in, totally phony and certainly NOT in the spirit of the Replacements…

Iain McCarthy

I suspect there was probably pressure from the record company to have a hit with this record which meant that a slightly 80s commercial sheen was added at the mixing stage. Matt Wallace may not have even been involved in how the record sounded after it was mixed (by someone else).


Matt Wallace isn’t the “true” original producer, it was Tony Berg who was picked by Sire after they gave the Replacements a $300,000 budget for their third album for the label and an album which was intended to become their breakthrough album. After the infamous Bearsville Sessions and a big fight with Paul Westerberg, Berg had enough and left the project. Sire then hired Matt Wallace (who used to work with Faith No More) to finish the album. Matt Wallace mixed the album, Sire wasn’t happy with that mix and commissioned Chris Lord-Alge to mix the album. Chris Lord-Alge was in demand at the time because he had mixed several blockbuster singles (and albums) including James Brown’s “Living in America” and Joe Cocker’s “Unchain My Heart”. He was supposed to give the album a more radio friendly sound. Sire wanted the first single of the album to get a heavy rotation on US college radios. Both Matt Wallace and Paul Westerberg were unhappy with the final product but I think they got along well as Matt Wallace co-produced and mixed Paul Westerberg’s debut solo album “14 Songs” a few years later.

Charles Christopher

Really, this is considered a poor album? I get why this is seen as inferior to Let It Be, but I think most bands would be proud to have an album as “bad” as this one. I had this album (on vinyl ) when it was released, and recently bought their complete albums collection so re-listened to it on a recent long car trip. I thought it was fantastic and wondered why it wasn’t my favorite album back in the day. I’m really interested in hearing this, but like many of you I’m not so keen on the vinyl or a couple discs of live tracks. I’m even willing to give them the benefit of the doubt that they can make Tom Waits listenable, given how much fun “Date To Church” was when it was on one of those Sire Records comps I was always buying.


I have to laugh at the Replacement fans who argue that toss-off releases such as Stink are better than Don’t Tell a Soul.


Same here, ridiculous!


I would add that the 2006 remastering benefitted DTAS more than it did Stink. I’d say it’s the one remaster that genuinely improved upon its original release.




Since this has been available for preorder on Amazon, it’s already come down $20 from the rhino list price, so that’ll take some bite out of having the vinyl as part of the package.

Kenneth Anselmi

This was the worst album the band ever did. I bought it when it came out and after many listens finally smashed the lp to bits on a table. They weren’t the same band anymore. They sounded like a weak safe pop group. I don’t know if alternate mixes can fix this album. I would have bought any of the first 6 albums if they were released as a box set, but I will pass on this one.


Looks interesting, despite the redundant vinyl inclusion.
so 5 of the live tracks were on the Inconcerated live EP

Are all the outtakes from the 2008 reissue the same versions on here or are they going to be remixes?


Ordered. I like the less dated sounding production on the remix for Talent Show. Look forward to hearing the rest. Also really looking forward to hearing quality sounding versions of their collaborations with Tom Waits…Thanks for the wonderful website, Paul. You’re my first click every day.

Sean O'Brien

The previous reissue campaign for the Mats had good sounding remasters with a solid selection of outtakes and demo’s. The recent Live @ Maxwells album also sounded great. Looking forward to this release especially given the recent released audio of Talent Show. The Redux appears to be more similar to the sound of the prior release, Pleased to Meet Me. The inclusion of vinyl seems to now be standard and needs to be embraced. Good to see the price is not inflated as other recent vinyl inclusive releases (i.e Fleetwood Mac, Ramones). Will definately make this a priority purchase. Thank you for the detail Paul.


I’m going to give them a pass for adding vinyl to the set. You need to do something to keep the bootleggers at bay. (Remember all of those bootlegged versions of the Rolling Stones boxed set out there? Then people would blame the manufacturer for the poor quality. Go figure!) Better vinyl than marbles.

What has me on the fence is that I never really liked this album and while a revisionist version may actually be better, I’m not sure that’s going to put me over the edge.

John Purlia

This is great news! My fondest memory of seeing the ‘Mat’s live was during the aforementioned tour opening for Tom Petty, with the band playing a raunchy cover of The Rolling Stones “Cocksucker Blues” — which visibly horrified the crowd there to see Petty’ AOR friendly hits. So awesome!


I’m surprised they expand a very mediocre album. There are much better Replacements albums but I guess there was a lot of unreleased material. I’m curious to hear the difference between the Matt Wallace mixes and the original ones. It would have to be quite an improvement for me to play this album a lot so dependinig on the new mix I may or may not get this.
I second the comments about vinyl and a live concert. I’m not particularly interested in those. That’s for the uber fans which I’m not.

Donal O'Connell

Great news Paul. I’m a complete mark for the Mats so can’t wait for this and pre-ordered directly from Rhino to get a version including a limited edition cassette of the redux with 2 exclusive additional tracks


Probably going to cost me with customs duty when it lands.
BTW Bob Mehr wrote the brilliant Trouble Boys biography of the band – which any fan of the band should get.


Excellent band. I wish they released a super deluxe version of one of their Twin/Tone albums (“Let It Be” is probably the best of that era) or one of their first two Sire LPs (Tim or Pleased To Meet Me) but if it’s about making an album “better” with a different mix I guess “Don’t Tell A Soul” is an adequate choice because it’s their weakest album on Sire records and Paul Westerberg often said he didn’t like the production and final mix of that album.

I bought the box set on Rhino’s store as there’s an offer for the first 500 purchases (a cassette included). A cassette isn’t really a big plus but Rhino mentioned it as “a 14-track cassette featuring album tracks plus two previously unreleased songs: The outtake Asking Me Lies and an instrumental of I Won’t (Bearsville Version)”.

Don’t know if it’s a different date for US and Europe stores but on my Rhino order, the release date is september 27 (not october 25).

Wayne Olsen

I loved this album as much as any ‘Mats album. Next to REM, they were the best American band of the 80s-90s!

Jeff G.

Great to see this. The Replacements reissues up to ’til now have been very conservative – mostly just different ways of repackaging the studio albums. A whole box focusing on their least popular and, by consensus, worst album is a bold choice, but I think it’ll be great (especially after having heard one the alternate mixes). I’ve always felt there was a very good record hiding beneath that dated sounding production.


‘Mats? Don’t care which album gets the deluxe treatment. I’m buying, regardless.

Jim Vandegrift

Andy B. My thoughts exactly. It doesn’t get much better than them. Super excited.

Robert Laversuch

Me as well

Nick Love

Like most sets of this nature, I’m not interested in the LP or archival live material. Hopefully a two disc version will be released eventually. I’m a huge Mats fan and it’s kind of baffling to see their first deluxe box be this album, probably their second worst after Hootenanny. Certainly the trinity of Let It Be, Tim and Can’t Hardly Wait deserves treatment first? Maybe they are hoping the alternate mixes are revelatory and lead to a reevaluation.

Steve Bliss

I’m excited for some Mats SDE. But this wasn’t what I had in mind. I’ll keep an eye on this release, and grab it if the price goes down.

I have to admit, I lost interest in the Replacements after Let It Be. The big label releases just weren’t as good. Which is funny, because I didn’t hear about the Mats until Let It Be was released. So it was short season for my fandom.

Nick Love – at least Hootenanny had an excuse, and included a few interesting moments.


I’m quite interested in hearing this as its never been my favourite Replacements album. With Bob Stinson gone at the time they recorded the album they were never the same band, and they’d been on a downward slide after Tim. As for the live tracks who knows what we’re going to get quality-wise as they were either brilliant or bloody awful with hardly any in between. Pricey for what could be a bit of a shambles.


We actually DO know what we’re getting with the live set because a portion of it was already released on a promo EP called “Inconcerated.” It’s damn good. Also, let’s give Bob Mehr and the Rhino team the credit they’ve earned for their previous work on the stellar 2017 archival release “For Sale: Live at Maxwell’s 1986.” (Not to mention Bob’s incredible book on the Mats.) It should be obvious that they would not be including a crappy show in a box like this.


let’s throw the record in with the Cd set to piss everyone off


Although I’m not “pissed off”,I get where rich is coming from. I’m buying this but they should’ve sold the vinyl & CD’s separately. Don’t need,nor do I want the vinyl. The choice is taken away in box-sets like this.


I’m with you on this, Rich. It’s a very obnoxious trend that can’t end soon enough for me. (Or maybe it’s just a Rhino thing? They have been doing it with all the Ramones 40th Anniversary sets.)