It’s been called the sound of someone having a nervous breakdown, a high tech demo and the first Paul Westerberg solo album. Two of those are undeniable, and one has at least a hint of truth. Released in the fall of 1990, All Shook Down should have been a triumphant start to a new decade for The Replacements. The band had matured with 1989’s Don’t Tell a Soul, earning airplay with “I’ll Be You,” and logged hours opening for Tom Petty & The Heartbreakers.

That only told part of the story. The band subsisted on misery. Paul Westerberg didn’t long to go solo as much as he realized that his band was over. Tommy Stinson longed to sing and write and there wasn’t a place in this band for two Westerbergs. Drummer Chris Mars had become a scapegoat for everything that went wrong and spent more time on visual art than behind the kit. Guitarist Slim Dunlap, who brought a new musicality to the group, may have wondered what the hell he’d gotten himself into when he decided to join this wild band of kids several years his junior.
Westerberg was troubled by marital discord, and showed all evidence of a man who was drinking himself to death. His band’s recent flirtation with Top 40 success hadn’t done it any favors, and the Petty tour only revealed how much the group differed from its peers. This wasn’t a band for careerists or even for people who could spell career. The stakes were high, and that kind of pressure never boded well for the Minneapolis band.

Recorded in Los Angeles with Scott Litt producing, All Shook Down isn’t Don’t Tell a Soul II and like every Replacements release, it stands on its own. Opener “Merry Go Round” is about a young woman who spends life in a world where she’s been told to stay silent as long as she can remember. She’s also aware that she’s a poor girl in a world filled with middle and upper class people around her. This is a thinly-disguised stand-in for Westerberg, who has said that his family lived in a house that they couldn’t really afford; it’s also about a guy who’s quickly finding how little he understands the corporate realities of the music business.

With that song, the album immediately evokes the sense of defeat that had surrounded The Replacements. There’s none of the defiance of Stink and little of the verve of Let It Be or Hootenanny. Sadness permeates every track on a prolonged cry for help, and a letter of resignation.

Where other songs romanticize alcohol and infidelity “One Wink at a Time” examines the self-loathing and self-destruction they bring. Our protagonist can only seek out an end to her day as she drowns her sorrows: “A mail order ring wrapped tight/ Around a Singapore Sling at night”; then she thinks about calling an ambulance. Although there’s a playfulness in the early lines like “The magazine she clings to/ Is a special double issue,” like its predecessor, the song gives us a snapshot of desperation in life that is unraveling.

“Nobody” features some of Westerberg’s best lyrics. Its narrator attends a wedding and observes that the bride is in love with “nobody,” which may very well be him. The song recalls country singer Sylvia’s 1982 hit of the same name, in which she suspects that her lover is having an affair with someone he calls “nobody,” even when the other woman calls their house. Nobody is an absence that overwhelms the narrator’s life in that hit song and in Westerberg’s portrait of an indifferent marriage. He would employ this device on his solo debut 14 Songs with “Things,” about a so overwhelmed by an abundance of “things” that he can barely call them to the front of his mind, let alone name them.

“Someone Take the Wheel” tells the story of the band on the road and at wits end. They tear out the tables of their bus’s lounge as Westerberg sings, “In a life unstable/ You’re so easily amused.” It’s also one of several Westerberg compositions that hint at suicide: “Anywhere you hang yourself is home.”

Still, this band of rebels mustered the strength for at least two high-energy rockers, namely “My Little Problem,” featuring Concrete Blonde’s Johnette Napolitano, who gives her all right beside Westerberg. It’s as much an invitation to dysfunctional romance as a plea for salvation in the arms of love, as tired and messed up as one might be. “When It Began,” on the other hand, may be the most straightforward of all the relationship songs on the album, with the acknowledgement of a lover who “Plays off with their heads/ And on with my pants.” The thrill isn’t just gone, it may never have been.

But thrilling isn’t the word that springs to mind when one thinks of All Shook Down. We learn this in “Happy Town” where “the plan was to set the world on its ear” but instead we find ourselves sweeping the garage to the delight of the neighbors. We learn in it in the title cut, where Westerberg sings of trunks thrown to drowning men. This isn’t a temporary state of affairs, it’s the end.

The album closer “The Last” starts with a clanking but beautiful piano figure that brings us into what would be cocktail jazz if the singer weren’t trying his damnedest to sing about giving up on cocktails. “Would it hurt to fall in love a little slower?” our singer wonders before acknowledging, “I know it hurts at any speed.” In the end, the answer is to pour another one, then fall to his knees. It’s in that moment that the man from Minneapolis gives us one of this album’s most resonant lines: “You’ve been swearing to God/ Now maybe if you ask.”

That’s when we hear the fight leaving the dog, Westerberg’s tentative grasp on sobriety thinly disguised as longing for love and fidelity. In that moment, they are one and the same. The drunk needs love as much as he needs another drink, and he knows that neither will save him.

It’s not the album’s only ballad. “Sadly Beautiful,” reportedly written for Marianne Faithfull, is a gentle acoustic number that would later be covered by Glen Campbell. It’s one of The Mats’ greatest songs, but “The Last” is what resonates most deeply more than 25 years later. It doesn’t just shut the door on a relationship; it shuts the door on The Replacements.

The band was over by then. The album credits shows that Westerberg is the only common thread. By the time the group got around to preparing to tour, Mars was out and the others only had a few months left before they’d hand their instruments off, one by one, to roadies who’d take the stage and lay down the final notes to “Hootenanny.”
There could have been no more fitting end to a band that reveled in its own amateurism and undermined its own success every chance it got. When the group finally reunited more than 20 years ago for the Songs for Slim EP, its intentions were noble and its live performances were strong. Still, one can’t help but feel that the dance between what’s killing you and what lets you live, as described in “The Last,” was Westerberg’s own relationship with the group he joined in 1979. Maybe he needed to let it die more than he knew. Maybe letting it go was the best thing he could have done.

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