Genre: Pop Rock
Label: Rhino
Size: 12"
Additional Artists: Tom Waits
Format: 33RPM,


The Replacements Dead Man's Pop 4CD & 180g Vinyl LP

The Replacements

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Limited Edition 4CD & 1 180g Vinyl LP Set!
'Don't Tell A Soul' Album As Originally Intended!
Presented In 12 x 12 Hardcover Book!

TAS Rated 4/5 Music, 4/5 Sonics in the February 2020 Issue of The Absolute Sound!

2021 Grammy Award Winner:
• Best Album Notes: Dead Man's Pop

4CD & 180g Vinyl LP Boxed Set features the group's Don't Tell A Soul album mixed as it was originally intended and expanded with previously unreleased studio and live recordings, including a session with Tom Waits and a complete 1989 concert!

Back in 1987, Minneapolis rock and roll renegades The Replacements famously stole their Twin/Tone master tapes and threw them in the Mississippi River. A year later--while wrapping up work on their Warner Bros. album, Don't Tell A Soul--the group absconded with a collection of their reels from Paisley Park studios. Thankfully, those tapes were spared a watery fate, and instead stashed away for decades by the band. Now they've been recovered to form the basis of The Replacements first-ever boxed set, DEAD MAN'S POP.

Although Don't Tell A Soul ultimately became the group's best-selling effort, The Replacements were unsatisfied with the sound of the record. The band has radically reimagined Don't Tell A Soul to create a 4CD/1LP set that features the album mixed as it was originally intended (Don't Tell A Soul Redux), along with a collection of previously unheard tracks (We Know The Night: Rare & Unreleased), and a classic concert from 1989 (The Complete Inconcerated Live).

The DEAD MAN'S POP box set features a newly completed mix of the album by Don't Tell A Soul producer Matt Wallace (based on his 1988 Paisley Park mix); a disc of unreleased recordings (including a session with Tom Waits); plus the band's entire June 2, 1989 show at the University of Wisconsin-Milwaukee. In total, the box includes 60 tracks-58 of which have never been heard before!

Presented in a 12 x 12 hardcover book - loaded with dozens of rarely seen photos - the set features a detailed history of the Don't Tell A Soul era written by Bob Mehr, who produced the box with Rhino's Jason Jones, and also authored The New York Times bestseller Trouble Boys: The True Story of the Replacements.

Mehr writes: "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."

Wallace says: "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."

Paul Westerberg, Slim Dunlap, Tommy Stinson and Chris Mars started recording Don't Tell A Soul in June 1988 with Tony Berg at Bearsville Studios, but the chaotic sessions were cut short and mothballed. Nine unreleased tracks from Bearsville appear on Dead Man's Pop, including early versions of "I'll Be You", "Darlin' One" and "Achin' To Be" and the previously unheard "Last Thing In The World". The collection also features tracks the band recorded with Tom Waits, five of which have never been officially released: among them, "Lowdown Monkey Blues", "We Know The Night" and a cover of Billy Swan's "I Can Help".

The final two CDs of DEAD MAN'S POP capture the band performing live in Milwaukee during the "Don't Tell A Soul Tour". A few songs from the concert originally appeared on the promo-only EP Inconcerated Live (1989), but the bulk of the 29 tracks included have never been released. The entire show has been newly mixed by Brian Kehew (Ramones, The Faces).

Additionally, DEAD MAN'S POP includes Wallace's Don't Tell A Soul Redux mix on 180-gram vinyl.

"The Replacements had reached a crossroads when they recorded 1989's 'Don't Tell A Soul'. With five albums behind them, they were far too good of a band to warrant the modest sales they received even after joining a major label... The lingering sense that the finished product (of 'Don't Tell A Soul') failed to do the material justice helped inspire 'Dead Man's Pop'. Tellingly, the compilation doesn't include Don't Tell A Soul even though that's the record the 4-CD/1-LP collection is hooked around. Instead the set offers highlights from the tumultuous first round of recording; Matt Wallace's new mix, which bypasses some of the production touches designed to make the Replacements more commercially palatable and resequences the songs; various odds and ends that include some DTAS rejects plus a late-night session with Tom Waits; and a live recording."

"And the result? Ultimately 'Dead Man's Pop' justifies Westerberg's frustration, revealing the album that was hidden under all the gloss, chorused guitars, gated drums, and other studio tweaking. The final product could have been and should have been better, and it seems safe to assume that when Replacements fans create track-by-track best-of playlists culled from both 'Dead Man's Pop' and 'Don't Tell a Soul', alternate takes will outnumber the original tracks... "

"And like the best studio recordings, the live performances of the songs from DTOS help spotlight what a solid songwriter Westerberg remained as the Replacements neared the finish line. Songcraft was part of it, but he was also an excellent lyricist whose compositions have everything a good short story should contain... Many listeners loved the first go-round of 'Don't Tell A Soul', which became the group's best-selling album. But now even the skeptics will admit that the 'Mats had something special right up until the end."- Jeff Wilson, The Absolute Sound, February 2020

The common thread is that the guitars are cleaner, the vocals are clearer, and previously buried fills come to the surface...
-Mark Richardson, Pitchfork, 8.2/10


  • 4CD & 1 180g Vinyl LP Set
  • Don't Tell A Soul album mixed by Matt Wallace based on his 1988 Paisley Park mix (Don't Tell A Soul Redux)
  • 1 Full disc packed with previously unissued and rare tracks
  • Complete 1989 Live Show on 2 discs
  • Presented in a 12" x 12" hardcover book
  • Rare photos, memorabilia and liner notes by 'Mats biographer Bob Mehr
  • Made in EU


LP - Don't Tell A Soul Redux
(Previously Unreleased Matt Wallace Mix)

Side A:
  1. Talent Show
  2. I'll Be You
  3. We'll Inherit The Earth
  4. Achin' To Be
  5. Darlin' One
Side B:
  1. Back To Back
  2. I Won't
  3. Asking Me Lies
  4. They're Blind
  5. Anywhere's Better Than Here
  6. Rock 'n' Roll Ghost

CD One: Don't Tell A Soul Redux
(Previously Unreleased Matt Wallace Mix)

  1. Talent Show
  2. I'll Be You
  3. We'll Inherit The Earth
  4. Achin' To Be
  5. Darlin' One
  6. Back To Back
  7. I Won't
  8. Asking Me Lies
  9. They're Blind
  10. Anywhere's Better Than Here
  11. Rock 'n' Roll Ghost

CD Two: We Know The Night: Rare & Unreleased

  1. Portland (Alternate Mix, Bearsville Version)
  2. Achin' To Be (Bearsville Version)
  3. I'll Be You (Bearsville Version)
  4. Wake Up (Alternate Mix, Bearsville Version)
  5. We'll Inherit The Earth (Bearsville Version)
  6. Last Thing In The World
  7. They're Blind (Bearsville Version)
  8. Rock 'n' Roll Ghost (Bearsville Version)
  9. Darlin' One (Bearsville Version)
  10. Talent Show (Demo Version)*
  11. Dance On My Planet
  12. We Know The Night (Alternate Outtake)
  13. Ought To Get Love (Alternate Mix)
  14. Gudbuy T'Jane (Outtake)*
  15. Lowdown Monkey Blues (Feat. Tom Waits)
  16. If Only You Were Lonely (Feat. Tom Waits)
  17. We Know The Night (Rehearsal, Feat. Tom Waits)
  18. We Know The Night (Full Band Version, Feat. Tom Waits)
  19. I Can Help (Feat. Tom Waits)
  20. Date To Church (Matt Wallace Mix)

CD Three: The Complete Inconcerated Live, Part 1
University of Wisconsin-Milwaukee, June 2, 1989

  1. Alex Chilton (Live)
  2. Talent Show (Live)
  3. Back To Back (Live)
  4. I Don't Know (Live)
  5. The Ledge (Live)
  6. Waitress In The Sky (Live)
  7. Anywhere's Better Than Here (Live)
  8. Nightclub Jitters (Live)
  9. Cruella De Ville (Live)
  10. Achin' To Be (Live)
  11. Asking Me Lies (Live)
  12. Bastards Of Young (Live)
  13. Answering Machine (Live)
  14. Little Mascara (Live)
  15. I'll Be You (Live)

CD Four: The Complete Inconcerated Live, Part 2
University of Wisconsin-Milwaukee, June 2, 1989

  1. Darlin' One (Live)
  2. I Will Dare (Live)
  3. Another Girl, Another Planet (Live)
  4. I Won't (Live)
  5. Unsatisfied (Live)
  6. We'll Inherit The Earth (Live)
  7. Can't Hardly Wait (Live)
  8. Color Me Impressed (Live)
  9. Born To Lose (Live)
  10. Never Mind (Live)
  11. Here Comes A Regular (Live)
  12. Valentine (Live)
  13. Left Of The Dial (Live)
  14. Black Diamond (Live)

Tracks previously unreleased except where indicated (*)

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