by Bob Mehr
Fortunately, the Replacements’ old Minneapolis soundman Mike Bosley happened to be a Cherokee staff engineer. He came on board and watched the group gang up on Wallace. “There was a lot of friction between them,” said Bosley.
Being in their label’s backyard only heightened the Replacements’ sense of loathing. Hill and Baker were doing their best to keep the project’s momentum going, but the band was turning against them as well. One evening Hill and Baker were hanging with the ’Mats at Barney’s Beanery. Leaving the bar, a sozzled Tommy Stinson stumbled and fell in the street. For a moment he lay in the gutter, looking up at his label benefactors.
“This is how you see us anyway, right?!” Stinson bellowed, somewhat theatrically. “This is what you think of us!”
Driving the band back to their digs at the Roosevelt Hotel, Hill got a further earful from Westerberg: “Warner Brothers doesn’t respect us. You make us work with the guy from the New Monkees,” he slurred angrily. “You fuckin’ hate us!”
First thing next morning, Hill got a call: a hungover Westerberg effusively apologized and invited him for coffee. “He’d get really drunk and say all this stuff, then call up and apologize,” said Hill. “That was his way.”
Wallace was growing desperate. The first two weeks he’d tell his girlfriend each night he was quitting. But he didn’t. “Matt and I got really close, being in the foxhole together,” Hill said. “He was just trying to stay the course.”
Even as he thought about throwing in the towel, Wallace began to forge a bond with Westerberg. He would be the only producer to work with Westerberg more than once, and they would develop an enduring personal friendship as well.
“For someone like Paul, it’s really difficult to reconcile his need to get the stuff recorded and accommodate some technical allowances too,” said Wallace. Often, in the midst of a manic creative spell, Westerberg would be itching to lay down a vocal. By the time Wallace was set up, Westerberg would beg off, saying the moment had passed.
Still, the producer learned how to anticipate his needs as the session wore on. “With the Replacements, there wasn’t a lot of latitude,” said Wallace. “You had to wing it, but you also had to nail it. You might not get a second chance.”
Wallace finally won Stinson over by insisting they record one of his original songs, “First Steps.” “Even though Paul was the big cheese of the band, Tommy’s really the heart and soul of the thing,” recalled Wallace. “It wasn’t a Paul Westerberg record; it was a Replacements record.”
A breakthrough moment came late in the second week of the session, as Wallace packed the band into his 1982 Honda Accord for a midday booze-and-blow run.
The ’Mats were the worst kind of nervous backseat drivers: Julie Panebianco used to call Paul and Tommy “Grandma and Grandpa.”
As a prank, Wallace decided to pull a heart-stopping hand-brake turn in the middle of the street. “It frightened the shit out of those guys,” he recalled. “They were yelling at me.” He’d finally turned the tables. “I decided right then: If all these guys end up dying . . . I am still going to finish this record.”
For the first time on record, Chris Mars played drums to a click track in his headphones, to ensure his time was tight as possible. Even so, the Replacements constantly bemoaned Mars’s lagging behind the beat.
Westerberg had been joking about Mars’s skills ever since “I Hate Music” (“Chris needs a watch to keep time!”). While his tempo could veer wildly onstage, he’d seldom had problems in the studio. Wallace heard nothing wrong, so one night after the group had gone home, he compared Mars’s playing to the click track. “Chris was bang on it,” said Wallace. “He was the most solid guy in the band.” It was actually the rest of the group that was off.
Unbeknownst to the band, Wallace went in and tightened the tracks. Using a Publison digital delay, he went through each song meticulously, bar by bar, and set the guitars and bass back by hand. “We’re talking about thirty to forty to fifty milliseconds, pretty substantial stuff. I’d take Paul’s guitar and run it through a delay. Slim’s guitar. And even the bass—all that stuff was leaning forward.”
The real unspoken problem was Mars’s versatility—the lack of it, truthfully. As Westerberg’s songwriting and rhythmic approach began to vary, Mars’s limitations were becoming more obvious. It wasn’t a coincidence that Westerberg had chosen to record the tricky 6/8-time “They’re Blind” while Mars wasn’t around. Wallace added live drums to the track himself.
In the middle of the session, the Replacements met one of their heroes. Paul and Tommy had run into Kim Buie, a longtime ’Mats fan and Island Records A&R rep, at Club Lingerie, and she mentioned she was working with Tom Waits. Westerberg instantly snapped to attention: “I wanna meet Tom.”
Waits and the ’Mats had developed a mutual admiration society from afar. Waits had seen and been thoroughly entertained by the group’s chaotic Variety Arts concert the previous year. He’d praised the band in interviews with Musician and Playboy. “The Replacements? They seem broken, y’know?” said Waits. “One leg is missin’. I like that.” He was particularly amused by the notion of a teenage Tommy Stinson earning his education on the road rather than in a classroom. “The idea of all his schoolmates stuck there with the fucking history of Minnesota,” he said, “and he’s on a bus somewhere sipping out of a brandy bottle, going down the road of life.”
Westerberg, usually sparing in his praise of other musicians, had also been touting Waits publicly. He noted in interviews that his older brother Phil had turned him on to Waits’s boozy boho LPs back in the ’70s and that his work had been a direct influence on Pleased to Meet Me’s “Nightclub Jitters.”
The band got together with Waits and his wife and collaborator Kathleen Brennan at the Formosa Café in West Hollywood. Though Waits and Westerberg could both be shy in such situations, they hit it off grandly. Waits was particularly enamored of Dunlap, who seemed like a character straight out of one of his own songs.
The band invited Waits back to Cherokee to hear their new tracks. “Waits’s wife was with him, and he was being really mild-mannered,” recalled Matt Wallace. “And the band is drinking a lot, of course.” Around midnight, Brennan got tired and taxied home. The moment she left Waits reached for a bottle of Jack Daniels and began chugging. “And he just turned into Tom Waits,” said Wallace. “It was like Dr. Jekyll to Mr. Hyde.”
Before long, they were playing covers as well as each other’s songs. “The drunkest men in the world,” recalled Westerberg, “me singing ‘Ol’ 55’ and him singing ‘If Only You Were Lonely.’”
The ’Mats decided they should get Waits to sing on a new song called “We Know the Night.” They began working out a vocal arrangement with him, running down individual parts.
“We’ll get those rise and falls,” said Waits, “and those retards.”
“The re-tards?” asked Westerberg,
“Well, you got two of them,” cracked Stinson. “One on each side.”
The three of them then delivered a ramshackle, countrified rendition of the song, a howling celebration of nocturnal living.
We don’t know the pain of a broken day
We don’t know what’s wrong or what’s right
We know the night
Working up a Jimmy Reed–style original, “Lowdown Monkey Blues,” they traded off improvised verses.
“Well, I can jump like a frog, I can fly like a bird,” growled Waits. “I can fly through the sky on your gospel word.”
“I’m a lowdown, lowdown sack of shit,” countered Westerberg. “But at least I know what I am, and you have to deal with it.” Behind him, Waits audibly cracked up.
Waits then set up behind a B-3 organ and began orchestrating another new tune, the stomping gospel number “Date to Church.” After a few passes at the song, things began to really warm up. “Let’s give it the fucking gusto,” said Westerberg.
With the band on its feet, Waits began playing fat fills and delive
ring a wild hellfire preacher rap. “There was a whole track of him yakking behind Paul,” said Dunlap. “He was going, ‘Jesus has the tools! Jesus is the carpenter!’—all this religious stuff. Oh, man, it was awesome.”
The band and Waits spent the rest of the wee hours playing and draining bottles of whiskey until the sun came up. For one night at least, the pressure of making an important record, of hassling with Wallace and with each other, was totally forgotten. The Replacements had found solace with a kindred spirit, a fellow traveler down the road of life.
CHAPTER 47
With most of the Replacements’ new material having been written during the physical and spiritual hangover following the Pleased to Meet Me tour, the songs were downbeat, if not downright defeated. “Anger is not on the top of my list anymore,” Westerberg admitted at the time. “It’s been replaced by despair.”
That was clear in the first song recorded for the album, “They’re Blind.” He and Dunlap worked it up as a lilting, doo-wop-tinged ballad, consciously making it as pretty as possible while working the lyrics into a diatribe about the record business: “And the things you hold dearly / Are scoffed at and yearly / Judged once and then left aside.”
“Talent Show” explored a similar theme: over a folky acoustic riff, Westerberg placed the ’Mats in the music industry’s maelstrom, vying for attention on the big stage (“Got our guitars and we got thumb picks / And we go on after some lip-synch chicks”). The track itself was like a Replacements concert in miniature, the band falling apart and pulling it back together for a triumphant finale.
After Bearsville, Westerberg scrapped the wistful band narrative “Portland” and cannibalized its drawling chorus (“It’s too late to turn back, here we go”) for the coda to “Talent Show.” He insisted that the song lead off the album to signal a different kind of ’Mats record.
“Asking Me Lies,” meanwhile, was an attempt at seventies bubblegum R&B à la the Jackson 5. “We heard that just as much as we heard Brownsville Station and the Raspberries,” noted Westerberg. Filled with surrealist imagery and non sequiturs (“At a Mexican bat mitzvah for seven hundred years”), it also included some of his sharpest wordplay (“Well, the rich are gettin’ richer and the poor are gettin’ drunk / In a black and white picture there’s a lot of gray bunk”). Along with the jacked-up “I Won’t” and the stomping “Anywhere’s Better Than Here,” the new songs were a respite from the album’s funereal atmosphere.
The band also attempted a couple of fairly grandiloquent statements. “We’ll Inherit the Earth” was a spiritual sequel to “Bastards of Young” that utilized similar biblical themes, though lacking its lyrical profundity. The band spent many days working up the song, on which Wallace “played” a typewriter (pecking out “we’ll inherit the earth” over and over), and Dunlap added Mellotron (including the opening distress-signal hook), while Westerberg delivered two separate spoken-word tracks and then wed them together into a chattering Greek chorus for the bridge. Among the few clearly discernible lines is a whispered “Don’t tell a soul,” which ultimately became the album’s title.
“Darlin’ One” was similarly labored over. Westerberg’s bird-on-a-wire lyrics had been floating around for several years. The music—martial rhythms and an expansive chorus—was written by the band during the Pleased tour (it would be the only group writing credit on Don’t Tell a Soul) and further honed at Bearsville. As with much of the new album, Dunlap defined the song. “Slim . . . knows really subtle things to put in songs to give it more ambience,” said Chris Mars, who also noted that the guitarist “could look at us objectively. He had an outside view.”
Despite his reputation as post–punk rock’s preeminent wordsmith, Westerberg never committed his songs to paper and refused to include lyrics on Replacements albums. “He figured if you don’t write it down, they have to interpret it mentally,” said Stinson. “That way your song can mean anything to anyone.”
Westerberg would willfully disguise details—writing in the third person, changing genders and identifying details—on his most revealing songs. “Looking back,” said Stinson, “a lot of that stuff was autobiographical”—especially on Don’t Tell a Soul. For instance, the domestic standoff of “Back to Back” was a reflection of the distance that was already creeping into Westerberg’s young marriage.
“Achin’ to Be” also provided insight into its author. Westerberg claimed the song’s protagonist was a composite of several people, though one clear inspiration was his younger sister Mary. A Minneapolis rock scene habitué and budding radio deejay, Mary was experiencing the same post-adolescent uncertainties Paul had gone through prior to the Replacements. (The parallel between brother and sister was made explicit in the video later shot for the song, which cast Mary as both Paul’s shadow and reflection.)
“Achin’” also spoke to Westerberg’s confounding personal nature. He craved intimacy but didn’t want the risks it entailed. “Thought about, not understood / She’s achin’ to be” might be his most autobiographical line, despite the gender switch.
For Westerberg, the album’s revelatory song was “Rock ’n’ Roll Ghost,” begun as an ode to his high school hero, John Zika, who’d committed suicide in 1977. “Out of the blue one day, I was thinking about him,” Westerberg recalled. “I don’t want to get spiritual and shit, but . . . I felt his presence.” Written in an unadorned style, the lyrics play like Westerberg’s internal monologue as he talks himself through a loss he never really processed (“I was much too young . . . much too cool for words”).
The musical track was built around Westerberg’s echoing slide guitar—a loving nod to Big Star’s “Nighttime”—Dunlap’s gauzy keyboards, and Mars’s claves and Stinson’s sandpaper percussion. Setting up to record the vocal at Cherokee, Westerberg asked the rest of the band to leave the room, then pulled a screen across the sound booth so Wallace couldn’t see him either. On his third and final pass at the track, Westerberg became increasingly emotional and added a new ending:
There’s no one here to raise a toast
I look into the mirror and I see . . .
A rock ’n’ roll ghost
“That wasn’t written,” said Westerberg. “It was a little bit scary.” It finally dawned on him: the song wasn’t about John Zika, but about himself. The realization overwhelmed him. “That was my real first breakdown in the studio,” recalled Westerberg. “I went running down the hall, and Tommy came after me. Had to go sit in the alley and have a cigarette and wipe my tears away.”
After nearly a month at Cherokee, the Replacements headed to Capitol Studios to cut more vocals. Westerberg was taken with Capitol’s lore and unique echo chambers, where Frank Sinatra had recorded some of his most memorable sides. First, however, the band had some business to attend to.
Westerberg had become increasingly paranoid about bootlegging. He’d visited Bleecker Bob’s in Manhattan and found a set of Pleased to Meet Me outtakes in stock. He was enraged that illegal recordings of his unreleased songs and drunken caterwaulings were being sold openly. “They didn’t want anyone going back through the tapes again and hearing them being drunk or screwing around,” recalled Wallace. “They wanted to know how they could get rid of the stuff.”
Engineer Mike Bosley let slip that Cherokee was in possession of a bulk eraser, an ominous-looking black metal machine that could wipe multi-track recordings en masse. In a flash, the ’Mats began scurrying around the studio, wildly grabbing reels of two-inch tape and handing them over to be erased. Wallace actually had to fight to keep the band from taking the album masters. “I was literally yanking tapes out of their hands,” said Wallace. “I ended up sitting on them. I’ve never seen a band want to destroy stuff like that.” Among the things that were wiped was the full-band twenty-four-track version of “We Know the Night.”
With their rhythm tracks complete, Mars and Stinson went home to new lives in Minneapolis. Mars married Sally Schneidkraut in mid-October, in a ceremony that took place in the end
zone of the Metrodome. “She’s a big sports fan,” he reported. Tommy had already quietly tied the knot with Daune Earle just as recording began in early September. The marriage was spontaneous: when Earle was offered a job in San Francisco, the thought of her leaving was too much for Stinson, so he proposed. The couple eloped to the river town of Stillwater for a small ceremony in front of Tommy’s sister Lonnie and Julie Panebianco. A couple of days later, said Earle, “we had a big party at our apartment and told everyone.”
Not quite everyone. Stinson managed to keep the news of his marriage secret from the label. Certainly, Seymour Stein wasn’t going to be thrilled that the ’Mats’ twenty-one-year-old heartthrob had settled down. “He knew no one was gonna give him the thumbs-up,” said Westerberg.
The fact that Tommy had not invited Paul indicated the growing schism between their band and personal lives. “When they got married, they had trouble adjusting to that,” said Julie Panebianco. “The guys didn’t talk about stuff, and then they had very prickly wives. It became another complicated thing.”
With Stinson in Minneapolis, Westerberg and Dunlap continued to work on the album, arguably overworking certain tracks in the process. “We spent so much time on ‘Asking Me Lies’ because we thought that was going to be a smash,” said Westerberg. “We used our heads too much and forgot to have fun.”
That October, R.E.M.’s Warner debut, Green, was formally launched with a companywide satellite presentation from a mansion in the band’s Athens, Georgia, home base. Sitting at the band’s feet, Lenny Waronker gave an awkward, gushing testimonial. “R.E.M., to me, is a special group . . . who have vision, passion, they’re uncompromising,” said Waronker as Peter Buck twitched nervously in the background. “To me, this is the epitome of a Warner Brothers record.”
