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New box set from Minneapolis' Replacements to include live record, Tom Waits cuts

The Replacements circa 1988, from left: Paul Westerberg, Tommy Stinson, Slim Dunlap and Chris Mars. / Reprise Records publicity photo

The Replacements circa 1988, from left: Paul Westerberg, Tommy Stinson, Slim Dunlap and Chris Mars. / Reprise Records publicity photo

Details about a new box-set edition of the Replacements’ 1989 album “Don’t Tell a Soul” ironically could not be kept a secret.  

After information on the Minneapolis rock legends’ reissue leaked Thursday via Amazon U.K. — and music blogs subsequently geeked out over it — Rhino Records pushed the official announcement up to Friday morning.

The reveal had been planned for next Tuesday, a day to which the band’s social media accounts have cryptically teased in recent days. And yes, the mere fact that the Replacements have social media accounts was news in and of itself to a lot of people.

So here’s the pre-scooped scoop: The expanded version of the band’s most slickly produced and commercially touted record for Reprise/Warner Bros. is titled “Dead Man’s Pop” and will be released Sept. 27. List price: $79.98. 

It will feature a newly mixed version of the original album (on both vinyl and CD), a CD of alternate studio versions from earlier, shelved sessions in Bearsville, N.Y., and two more discs featuring a concert recording from the “Don’t Tell a Soul” tour stop at the University of Wisconsin-Milwaukee on June 2, 1989.

“Don’t Tell a Soul,” which featured the single “I’ll Be You,” was released with a “radio-ready” sound mix that frontman Paul Westerberg reportedly disdained. The new version was crafted by the album’s producer, Matt Wallace, in the spirit of the original mix he made at Paisley Park in 1988.

“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,” Wallace said in a release from Rhino. “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.”


But probably the biggest attention-getter will be the six tracks made in the Bearsville studio with kindred spirit Tom Waits, only one of which (“Date to Church”) has seen daylight before. Foremost among those is a Waits-spiked version of “If Only You Were Lonely,” a twangy drinking song that frontman Paul Westerberg recorded as the acoustic B-side to the band’s rip-roaring debut single for Twin/Tone Records, 1981’s “I’m in Trouble.”

Much of the Milwaukee recording will be new to fans, as well. Much like the “Live at Maxwell’s” Replacements double-LP that Rhino put out in 2017, the concert audio has been cleaned up for release.

While that earlier set showcased the chaotic firepower of the band’s original guitarist, Bob Stinson, shortly before he was kicked out of the band in 1986, the 1989 Milwaukee gig shows off the sturdiness and groove that Stinson’s replacement and friend Bob “Slim” Dunlap brought to the band on a good night.

In addition to tunes from “Don’t Tell a Soul” including “I’ll Be You,” “Achin’ to Be” and “Talent Show,” the Milwaukee set boasts many older — but none of the oldest — Replacements favorites with Dunlap’s input, including the show opener “Alex Chilton,” “Left of the Dial,” “Can’t Hardly Wait,” “I Will Dare” and “Unsatisfied.” It also includes some fun oddities, including a strutting version of the “101 Dalmatians” antagonist anthem “Cruella De Vil” (recorded for a Disney tribute album) and a cover of the Only Ones’ “Another Girl, Another Planet” (a live set staple featured on the rare, live promo EP, “Inconcerated”).

The box set also contains a 12-by-12 hardcover book with dozens of rarely seen photos and a detailed history of the era written by Bob Mehr, who authored the band’s definitive biography, “Trouble Boys,” and co-produced the box with Rhino’s Jason Jones.

“While it’s impossible to unhear a record that’s been around for three decades, this version ... is the album the band made and intended to release,” says Mehr in the album notes. The remix “also restores several crucial elements from the sessions, including original drum tracks, vocal takes and tempos that were altered in post-production … [and] the band’s original sequence of the album.”

Here's the full tracklist:

  • Disc One: Don’t Tell A Soul Redux
  • 1. “Talent Show” – Matt Wallace Mix *
  • 2.  “I’ll Be You” – Matt Wallace Mix *
  • 3.  “We’ll Inherit The Earth” – Matt Wallace Mix *
  • 4.  “Achin’ To Be” – Matt Wallace Mix *
  • 5.  “Darlin’ One” – Matt Wallace Mix *
  • 6.  “Back To Back” – Matt Wallace Mix *
  • 7.  “I Won’t” – Matt Wallace Mix *
  • 8.  “Asking Me Lies” – Matt Wallace Mix *
  • 9.  “They’re Blind” – Matt Wallace Mix *
  • 10. “Anywhere’s Better Than Here” – Matt Wallace Mix *
  • 11. “Rock ’n’ Roll Ghost” – Matt Wallace Mix *
  • Disc Two: We Know The Night: Rare and 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” – Featuring Tom Waits *
  • 16. “If Only You Were Lonely” – Featuring Tom Waits *
  • 17. “We Know The Night” – Featuring Tom Waits (Rehearsal) *
  • 18. “We Know The Night” – Featuring Tom Waits (Full Band Version) *
  • 19. “I Can Help” – Featuring Tom Waits *
  • 20. “Date To Church” – Matt Wallace Remix*
  • Disc Three: The Complete Inconcerated Live, Part One
  • 1. “Alex Chilton” *
  • 2. “Talent Show” *
  • 3.  “Back To Back” *
  • 4. “I Don’t Know” *
  • 5. “The Ledge” *
  • 6. “Waitress In The Sky” *
  • 7. “Anywhere’s Better Than Here” *
  • 8. “Nightclub Jitters” *
  • 9. “Cruella De Ville” *
  • 10. “Achin’ To Be” *
  • 11. “Asking Me Lies” *
  • 12. “Bastards Of Young” *
  • 13. “Answering Machine” *
  • 14. “Little Mascara” *
  • 15. “I’ll Be You” *
  • Disc Four: The Complete Inconcerated Live, Part Two
  • 1. “Darlin’ One” *
  • 2. “I Will Dare” *
  • 3. “Another Girl, Another Planet” *
  • 4. “I Won’t” *
  • 5. “Unsatisfied” *
  • 6. “We’ll Inherit The Earth” *
  • 7. “Can’t Hardly Wait” *
  • 8. “Color Me Impressed” *
  • 9. “Born To Lose” *
  • 10. “Never Mind” *
  • 11. “Here Comes A Regular” *
  • 12. “Valentine” *
  • 13. “Left Of The Dial” *
  • 14. “Black Diamond” *
  •          * previously unreleased

Lizz Winstead recruits cast of women musicians to spoof rock's most sexist songs

Lizz Winstead on the meaning of one of the Police's big hits: "You’re too young for me to [bleep], but that’s your problem." 

Lizz Winstead has a peculiar way of selling the music on tap for her fundraiser/rally Sunday night with an all-star cast of mostly Twin Cities-based women musicians at the Cedar Cultural Center.

“We barfed up a great list of songs pretty easily,” said the local comedy legend and “Daily Show” co-creator, whose second annual event is billed as “Do Re #MeToo: A Night of Sexist Songs Sung by Righteous Feminists.” Hence her vomitory reference to the night’s set list.

Tina Schlieske (Tina & the B-Sides), Jill Sobule, Lady Lark, Lori Barbero (Babes in Toyland), Annie Mack, Janey Winterbauer (the Suburbs), Katy Vernon, Danielle Cusack and Emily Schoonover (Bruise Violet), Meghan Kreidler (Kiss the Tiger), Triki Miki and all three members of Zuzu’s Petals -- a rare reunion by the Twin/Tone-brand ‘90s rock trio! – will cover some of the most sexist in rock and pop history, with Winstead serving as emcee and commentator.  

“There’s no shortage of possibilities,” said Winstead, whose nonprofit organization Abortion Access Front is the show’s benefactor. 

Zuzu's Petals will reunite for Sunday's event, after drummer Linda Pitmon (right) wrapped a Minus 5 tour with members of R.E.M. / Dan Corrigan

Zuzu's Petals will reunite for Sunday's event, after drummer Linda Pitmon (right) wrapped a Minus 5 tour with members of R.E.M. / Dan Corrigan

The Minneapolis native did not want to spoil the surprises on tap for this year, but she did discuss some of the songs played last year, including: Neil Young’s “A Man Needs a Maid” (“I always loved that one but never knew how bad it is; even with that title”); the Police’s “Don’t Stand So Close to Me” (“One of many songs with the gist: ‘You’re too young for me to [bleep], but that’s your problem’ ”); Robin Thicke’s more recent “Blurred Lines” (“Keeping old traditions alive"), and “It’s a Man’s World” by James Brown.

“[Schlieske] just absolutely killed it with her voice," Winstead said of the latter, "but she also added her own lines to it to literally make it her own.”

The comedian also revealed the one song that was determined to actually be too sexist: “Jailbait” by Ted Nugent, who really could make up half the show: “Just way too creepy, especially in light of some of this past week’s big news headlines.” 

This past year's headlines have been rather bleak for anyone who defends women's reproductive rights in the United States. Winstead renamed her organization in light of all the legislation and other developments since last year's show (her nonprofit used to be called Lady Parts Justice League). Still, she said Sunday's event can -- and should -- still maintain its irreverent tone.

"When people can still laugh, they haven't given up hope, and when you expose hypocrisy through humor, you become a reliable narrator," she said, summing up the Cedar gig's overall effect this way: “It's still a great rock ‘n’ roll show, but one where we highlight the long, twisted history of women being defined by men in pop culture.”