by Bob Mehr
But “The Last” was a note to self, a Sinatra-style piano ballad summing up Westerberg’s confused relationship with the bottle. “It’s a drunken man writing about love, who doesn’t know love from drinking,” he said.
Westerberg spent much of his downtime in a bar next to the studio, and its impact was audible in the performances: his voice was unusually weak, as if his lungs couldn’t generate wind, and his enunciation was slurred, overly sibilant. “I was drinking myself into a stupor,” he said.
Michael Hill dropped by the sessions frequently and was alarmed by how Westerberg had changed—from feisty and pugnacious to a sad booze-sodden figure. “He would get really morose,” said Hill. “He went past giddy, past animated, past mean even, and straight to depressed.”
The more troubling Westerberg’s reality, the more quickly he fell head over heels. During the recording of All Shook Down, as his marriage unraveled, Westerberg was in love “with at least two other girls . . . one on the West Coast, one on the East.”
Donna Ranieri was a bright, beautiful, doe-eyed brunette who’d caught Westerberg’s attention at a concert in New York the year before. A Philadelphia native, Ranieri was a photographer who’d worked for Tim cover artist Robert Longo before being hired by Warner Bros. She’d recently lost her mother to cancer; her father was fighting the same disease. Her relationship with Westerberg started as friendship (“Nobody was wearing their heart on their sleeve immediately,” she said), a union of mutual need: “Like two people in the middle of an ocean holding on to the same life preserver.”
Ranieri would photograph the All Shook Down sessions. Her camera caught Westerberg at his most unguarded: laying vocals while holding a bottle of Jack Daniels; lost in a narcotic haze atop his hotel room bed. In Ranieri, Westerberg saw a glimmer of better days and perhaps even a chance at a new life together.
When the sessions moved to the West Coast, Westerberg spent time with writer and poet Emily Woods. Raised in Tampa, Woods had moved to Los Angeles after college. She was a redhead who looked a little like Ann-Margret, save for some puffiness in her face, the result of the medicine she took for severe asthma. A dedicated ’Mats fan, she’d traveled all over to see them. “She and I were friends, lovers—but very connected,” said Westerberg. “You have that person you don’t think about for six months and you get on the phone to call them and you pick up the phone and they’re calling you.”
Pieces of their conversations, drawn from their drives around LA together, would turn up as lines in All Shook Down’s title track. Their relationship was deep, though undefined. “One of the last times I saw her, she’d come to my hotel and some other girl was just leaving my room,” recalled Westerberg. “And she said, ‘Oh dammit, and I was going to tell you I loved you.’ But she got me, and knew things about me that no one else did.” Woods would die from an asthma attack in 1995, age twenty-nine.
There were also several women coming in and out of the sessions as well, a rarity for the Replacements’ typically boys-only atmosphere. Westerberg had been looking for a female partner for the rocking duet “My Little Problem.”
After trying a singer-songwriter from Wisconsin named Loey Nelson (“Paul just chewed her up and spit her out,” said Litt) and a stripper who’d been sent to the studio as a bawdy birthday present for Litt by R.E.M. manager Jefferson Holt (“She was a good hang, so she stayed a while,” said Litt), they brought on Johnette Napolitano, frontwoman for the Los Angeles rockers Concrete Blonde. Napolitano had moved to London and flew to New York for the session.
“He gave me all this shit about how I was the only woman to be on a Replacements album,” said Napolitano. “Like, ‘Wow, lucky me!’ We knocked it out in the studio, basically. And Paul wanted to do it again, again, again, and I ended up saying, ‘I’m going to get some cigarettes.’” Napolitano never came back; after a few hours, Westerberg called her hotel and was told she’d flown back to England.
It took about a week for word to filter back to Minneapolis: Westerberg wasn’t just cutting demos but making an album. “Paul had started recording it without telling anybody,” said Chris Mars. “It felt like another sneaky passive-aggressive thing,” said Daune Earle.
Tommy Stinson finally got Westerberg on the phone. Paul admitted that he and Litt had called in British session bassist Sara Lee (Gang of Four, the B-52s), but the results hadn’t felt right. “I might’ve pushed my weight and said, ‘Dude, fuck that. I’m coming out,’” said Stinson.
Tommy’s arrival instantly changed the recording’s tenor. Hearing Westerberg’s rough version of “Sadly Beautiful,” he immediately asked for an upright bass, then played a supple part that gave the song a new melodic and emotional depth. (Westerberg later added dulcimer, with guitarist Dave Schramm over-dubbing lachrymose pedal steel.)
Though Stinson was not enamored of Scott Litt’s manicured style, he understood and wanted to support Westerberg’s new direction. “I liked every one of the songs, even the ones I didn’t play on,” said Stinson. “What was important was that the songs be represented the right way.”
It didn’t take long before the Gutter Twins were back in sync, musically and personally. “Whatever crap there was between us and the band, we still ran together really well when it was just the two of us,” said Westerberg. “In New York, it was really the first time it was me and Tommy. We had a goddamn blast for a while.”
“Paul knew that he needed Tommy as much as Tommy needed him,” said Daune Earle. “And maybe some of that was alcoholic codependency.”
Ever since Chris Mars had gone AWOL from the Maxwell’s gig the previous spring, Westerberg and Stinson had eyed other drummers—in particular, Charley Drayton, the twenty-four-year-old scion of a noted Brooklyn jazz family. A protégé of Steve Jordan and a fellow member of the X-Pensive Winos, Drayton was a multi-instrumentalist who’d done sessions with the Rolling Stones and Iggy Pop and had backed Neil Young during his epochal Saturday Night Live performance in the fall of 1989.
Westerberg and Stinson had tried to shanghai Drayton into the ’Mats for months. “If I was in LA at a hotel, I would get a phone call, and all they would want to talk about was how I could join the band,” recalled Drayton. “It’s beautiful to be sought after like that. But when the phone would ring anywhere from two AM to four AM, I would almost be afraid to answer it.”
The All Shook Down sessions finally gave them the opportunity to work together. Drayton was fine-tuning his kit when Westerberg’s voice boomed over the talkback mic: “Hey, Charley, are ya holdin’?” “That’s how the session started off, and it wasn’t even noon yet,” said Drayton. “Paul and Tommy were toasted, but they were really excited.”
They had good reason to be. Drayton quickly cut his parts for a handful of songs, including “Merry Go Round” and “Someone Take the Wheel.” With his shotgun snare and rolling swing, Drayton infused the tracks with a swagger the Replacements had been missing for a long time. “I thought, Jesus, if we had that kind of thing going on, we would be big,” said Stinson. But Drayton politely declined the offer to join the Replacements.
Despite the drummer’s rejection, rekindling his relationship with Tommy and developing the new songs got Westerberg enthused about being in a band again. It was decided that he and Stinson would head out to Los Angeles with Scott Litt to finish the record. Mars and Dunlap would join them there.
CHAPTER 57
As soon as the Replacements arrived at Hollywood’s Ocean Way Studio in mid-April, the air was thick with tension.
It had never really escaped Mars’s attention that before Westerberg came along he had been Dogbreath’s songwriter. By 1990, “I got a four-track machine, started writing in the basement,” said Mars. “I wasn’t content anymore in just being a drummer.”
As the sessions started, Mars gave Westerberg and Litt a tape of his songs—he wanted them considered for the album. As his later solo career would prove, Mars was a more than competent songwriter, with a cerebral pop touch. But the order of
the band had been firmly established for a decade. At a time when Westerberg was looking for more control over the music, not less, the idea was folly. “And quite frankly,” said Westerberg, “the label didn’t want Tom and Chris singing three songs apiece [on an album].”
If not getting his songs on the album felt like a slight, hearing someone else playing drums on a Replacements record was a slap in Mars’s face. Litt had the unenviable task of explaining why they’d used Charley Drayton on some of the New York tracks and would keep programmed beats on several others. “Obviously, there was a lot of history there,” said Litt. “I was naive about it. And I didn’t mind being naive about it.”
Lenny Waronker stopped by Ocean Way early on to hear the new songs. Mars sat in the back of the room, listening to Drayton’s playing, tapping his foot angrily and muttering: “I could fucking do that better.” Mars knew what this meant: he wasn’t so much a Replacement as he was replaceable.
The singer-songwriter-oriented Waronker was impressed: what he was hearing was right up his alley. He felt that the ’Mats’ evolution might even result in more commercial success—they “could go further as they grew up.” But he wasn’t kidding himself either: “My gut feeling was that the band was folding,” said Waronker.
The heavy air lifted briefly when Benmont Tench spent a day overdubbing piano and organ, notably on the magisterial ballad “Who Knows.” Despite being a bit overwrought musically, that song contained some of Westerberg’s better lyrics (“When the fire in his eyes has turned to ashes, and the heat that it gave no longer glows / Who will be the next to dry your lashes . . . maybe one who knows”).
As they worked, there was a pall over the session. “We weren’t sure what to do,” said Stinson. “Chris didn’t like us anymore, and it had gotten weird.” Though Westerberg and Stinson had been angling to replace Mars for months, they’d done so on the sly. But at Ocean Way, they got careless. One afternoon Mars arrived to find Paul and Tommy happily jamming with roadie Carl Davino, who’d come out to LA. Already on edge, Mars saw Davino sitting behind his kit and blew up. “That’s it! I’ve had it with you fuckers,” he shouted, storming out. Mars would return, but the mood had turned permanently sour.
The Replacements’ time in Hollywood was largely split between Ocean Way, the nearby bar Small’s, and the infamous Hyatt House Hotel—the “Riot House”—where they flopped.
Westerberg and Stinson were exhibiting stranger behavior than usual. One day while the whole band was in the middle of a take, Paul and Tommy looked at one another, threw their instruments on the ground, and disappeared out the back door of the studio without a word, leaving everyone puzzled. After a few hours, the pair returned completely wasted, wearing orange street cones on their heads, with grease all over their faces, laughing and hugging one another.
Another evening, Paul and Tommy commandeered a taxi near the Hyatt and offered the cabbie $100 to drive to Small’s—nearly three miles away—backwards. Hurtling down Gower and over to Melrose, the pair was cackling, shouting out the window, as the cab zoomed dangerously past confused drivers and alarmed onlookers.
Such amusements disguised a darker reality. In Hollywood, Westerberg and Stinson had begun smoking speedballs—a combination of heroin and cocaine—to blot out the shattered state of their band and their lives. “You could feel it unraveling,” said Stinson. “There was a lot of disappointment. We were at the peak of drugging and drinking, and our personal lives were falling apart because of it in a way. We just took it further.”
Occasionally their raw emotions peeked out. The ’Mats had been trying to rent some high-quality guitars for overdubbing. One of the studio techs told them he had an “old mate” who lived nearby with some decent instruments he was willing to loan out. The friend turned out to be British singer-songwriter Terry Reid, whose self-titled 1969 LP had been a staple of Peter Jesperson’s late-night listening parties.
When Reid arrived at Ocean Way with his guitars, Westerberg immediately started peppering him with questions. To Reid’s surprise, the band blew off the day’s session and spent several hours jamming with him. “I told the lads, ‘You’re bloody nuts, this is costing you two thousand dollars a day!’” said Reid. “But we sat and played for the longest time. I loved that bunch: they were rough, loose, and ready.” Westerberg corralled Reid to sing on the album, getting him to hit the vaulting high-note tag on “Someone Take the Wheel.”
Later that night, Westerberg and Stinson sat with Reid in the Ocean Way canteen. They prodded him to play the melancholy “May Fly.” He grabbed an acoustic guitar, cleared his throat, and began to sing.
As Reid’s spine-chilling vibrato filled the room, a wave of nostalgia washed over them. For a moment it was 1980. They were back at Jesperson’s apartment, their future in front of them. Then the feeling turned to sadness, because it was 1990, and Paul and Tommy both knew the band’s run was coming to a bitter end.
When Reid finished singing, Paul and Tommy were both in tears. “It was unnerving,” said Stinson. “At that moment, we died a little death. Then we went on to get completely hammered with him.”
The ’Mats would encounter another musical hero while in Hollywood. At Ocean Way’s front studio, Bob Dylan was doing overdubs for his new album, Under the Red Sky. Looking like the Unibomber, he walked the halls in sunglasses and a hooded sweatshirt pulled tight around his head.
On the first day of the session, as the group was setting up, Dylan suddenly materialized on the studio floor. “He just walked in and started talking to the band,” recalled engineer Clif Norrell. “He was saying, ‘My kid loves you; my son’s really into your band.’ You could see their eyes light up, and then Dylan goes: ‘You’re R.E.M., right?’”
Dylan soon figured it out and was eager to engage his fellow North Country natives. One night Dylan, lying on a studio couch, flagged Tommy down: “He started talking to me about Minneapolis, asking questions about the West Bank for, like, forty-five minutes,” said Stinson.
A few nights later, at the end of a rough day, with Westerberg’s voice a gnarled croak (“He sounded like Lemmy,” recalled Stinson), they decided to serenade their studio neighbor with an epically loud rendition of Dylan’s “Like a Rolling Stone,” which they retitled “Like a Rolling Pin.”
The band was playing in a circle, with Westerberg facing them, his back to the studio glass. At the start of the take, a slurring Stinson jokingly called out to Dylan: “Heya, Bob, come on in here and play guit-ar.” They began playing a shambling, out-of-tune version of the song, with Westerberg ad-libbing lyrics as he went (“Once upon a time / You threw the ’Mats a dime”).
A minute later, Dylan appeared behind the glass. “We see Bob walk in with the hoodie and everything,” said Stinson, “and we’re looking at Paul like: Cut it out.” Stinson pulled his finger across his throat, but Paul paid him no mind. Tommy finally gave up. “I led them through the whole thing having no idea he’s standing behind me,” said Westerberg. “Those guys hung me out to dry. Let me go through the whole damn thing with Bob watching.” When he opened the control room door and saw Dylan, “I dropped to my fucking knees: ‘God, man, I am so sorry!’” recalled Westerberg. “Nah, man,” Dylan mumbled. “It was cool—it sounded like Hendrix.”
It turned out Dylan’s kids Jakob and Anna really were Replacements fans, and he brought them down to meet the band. Dylan would routinely return to the ’Mats’ studio to hang out. At one point, he reached into their well-stocked mini-fridge to help himself to a beer. “Hey, fucker,” shouted Stinson, catching him, “that’s two bucks!” Dylan awkwardly fished around in his pockets before Tommy grinned: “I’m kiddin’ ya, man.”
Once, Westerberg and Dylan were alone and made small talk. Dylan nodded toward the studio floor: “I like the way you’re setting it up there,” said Dylan—the Replacements recorded live in the round, as he’d done in the midsixties.
“Thanks,” replied Westerberg. “The fucked-up thing is, they don’t want us to play li
ke this.”
Dylan cocked his head: “Who’s they?”
“You know,” said Westerberg, waving a hand in the air, indicating an army of oppressors real and imagined. “Them.”
All of a sudden, Dylan became animated, almost angry: “Who’s ‘they’? Who’s ‘them’? Who are you talking about?” Then he stepped forward and told Westerberg: “There isn’t any ‘them.’ You’re the artist: you do what you want. No one tells you what to do.”
After about ten days of work at Ocean Way, Stinson and Mars went home. Westerberg was worried that the record had become hopelessly mired and asked Dunlap to stay behind to help with overdubs and vocals.
Dunlap felt Litt was editing too much, flying in pieces from alternate takes rather than getting single solid versions of the songs. One reason for Litt’s editing, however, was that Westerberg wasn’t in any physical shape to deliver a sustained performance.
Slim was deeply alarmed by Westerberg’s state. “You wanted to call mental health facilities and get some advice: ‘What should we do here?’” he said. “It was getting scary. You didn’t know what was happening. And no one seemed to care.”
Westerberg would channel some of his desperation into the recording of the album’s title track. “All Shook Down” was a spare, ghostly song built around a loop of Westerberg breathing; its lyrics were a haunting swirl of biography and surreal wordplay. He rolled into the studio early one morning, bleary-eyed and hungover, to cut the vocal. Lying on his back halfway under a piano, he paged through a notebook of snippets, whispering into the microphone:
Tinkertown liquors, emperor’s checkers
