Originally published in The Collapsar.

In the fall of 1990, I was a college sophomore and a music critic (one of many) for the student-run Florida Flambeau newspaper when I got the chance to review the new album by the Replacements, my favorite band at the time. I was expecting great things from All Shook Down. I remember the anticipation of peeling the cellophane membrane off the cassette case—I had to buy it myself; nobody sent us a review copy—and slapping that tape into the deck in my film major roommate’s relatively high-end stereo system. I pressed play, dropped onto the couch, and prepared myself to be blown away.

I was … underwhelmed.

I let the tape play all the way through, then flipped it back over and played it again. I did this three more times before I started my review, which took me most of the afternoon and the entire evening to write. I turned it in the next morning, and a few days after that, the piece ran.

One day that week, I was killing time waiting for my laundry to finish by chatting up a girl who I was sort of mildly interested in, and whose basement-level room was laundry-adjacent. The conversation flagged after five or ten minutes, as it usually did. Then I noticed she’d cut a full-page ad for All Shook Down out of the latest issue of Rolling Stone and taped it to the wall next to her bed.

I nodded at the ad. “Did you read the review in the Flambeau?”

“Yeah,” she said.

“What did you think?”

“Well, Spin liked it, so I think I’ll listen to them over some Flambeau writer,” she said, dismissing my opinions with a half-wave of her hand.

“Yeah, ummmm, that writer was me.”

Her eyes widened. “Oh!” she said. “Well, I didn’t mean—it was really well-written, definitely, so, you know, it was good in that sense …” She kept going, stammering her way out of the (admittedly) unfair trap I’d set for her, but I wasn’t listening. I would have preferred that she stuck to her guns, that she’d not tried to smooth over her contempt for my work. Sure, you’re a good writer and you’ve got a way with words, but you’re dead wrong about the album and you were trying too hard to be superior and maybe you should write about other things instead of music  would have been a better approach, one I would have respected in the moment, and probably come to agree with sooner rather than later.

A night or two later, I was at my friend Errol’s house, drinking his beer and talking music, which is all we ever talked about because it was one of maybe four things we had in common. He played drums in one of my favorite local bands, and he hit harder than any other drummer in Tallahassee.

“I actually feel a little better knowing that you wrote it,” Errol said about my review after a couple beers. (Apparently, none of my friends thought to read bylines.) “Know why? Because you’re not one of those old-time, die-hard Replacements fans who’s gonna judge this album solely on how it compares to their old stuff. The only way you can judge any album is by what it gives you in the moment, right now, and that’s it. Anything else is unfair.”

I was just starting to feel validated when he put down his beer, hard enough to make it foam up through the bottleneck. “Oh, wait. Now I remember what bothered me about your review.” He pointed at me—j’accuse!—like he’d seen me snatch an old lady’s purse on the street just as she was leaving church. “You said the album had no soul. And that’s bullshit.”

I winced, because that was the one line in the review I’d had second thoughts about. But in the end, it proved too good for me to pass up, so I wrote it anyway. And not only did I write it, it’s in the review’s very first paragraph:

In the song “Sadly Beautiful,” Paul Westerberg sings “You’ve got your mother’s hair / And you’ve got your father’s nose / But you’ve got my soul.” Well, somebody’s sure got it. because it’s nowhere to be found on The Replacements’ new album All Shook Down.


That ouch is for me, by the way, and not for Westerberg. Reading that now almost actually hurts, because it reveals so much about my shortcomings as a writer, and at a time in my life when I thought I was pretty darn good at this stringing-words-together thing, thankyouverymuch. I obviously didn’t have the skills to recognize that opening line for what it was: a hacky attempt to burnish my too-cool-for-school music critic credentials by taking a dismissive, contrarian position against an album that was already getting plenty of strong press. Even worse is the realization that that ineffective swat was probably the best-crafted sentence in the entire review. I’m not sure it’s any consolation that it’s not the worst thing that’s ever been published under my byline.

At about 550 words, that original Flambeau  review isn’t especially short. In that space, I managed to provide almost no actual insight into or worthwhile observations about All Shook Down. The whole review was nothing more than a surface-skimming exercise in pretense, awash in passive voice. Observe:

Westerberg has allowed the [acoustic guitar] to interfere with the band’s harder edge. Gone are the adrenaline-pumping rockers that were once the Replacements’ trademark, like “Color Me Impressed” and “Bastards of Young.”

[T]he guitar solo on “One Wink At A Time” … comes off sounding phony and contrived.

Much of it sounds like a 30-year-old ex-punk rocker reminiscing about the old days—both good and bad.

Oh look, it’s the archetypal Hipster’s Lament: I liked [insert band name here] before they sold out, man! Even worse, I had never even heard of the Replacements when they released those two “adrenaline-pumping rockers” I went out of my way to name-check. The first ‘Mats song I was aware of was “I’ll Be You,” from their 1989 album Don’t Tell a Soul, which means that they’d been my favorite band for all of about a year and a half when I struck this pose of the disaffected, disappointed, lifelong fan. But in my defense, when you’re 18, a year and a half is something like eight percent of your entire life, and I’d already changed majors three times in that span.

I wouldn’t say things get worse from there, exactly, but they certainly don’t get any better:

On “Attitude,” he boastfully sings about his attitude, though the music has anything but.

On “Merry Go Round,” Down’s opening track, Westerberg teases the listener with a loud, distorted guitar riff, but it isn’t long before the tune lapses into mediocrity. The rest of the album fluctuates in quality; some of the band’s old style is there (most noticeably in “Bent Out Of Shape” and “My Little Problem”), but many of the album’s 13 cuts just aren’t very interesting.

Bland writing aside, I do still agree with these last two critiques. “Merry Go Round” and “One Wink at a Time” are both loose and poppy character studies that serve as templates for much of Westerberg’s later, “official” solo career. (ASD was originally supposed to be a Paul Westerberg album, and not a Replacements album. And it shows. You can even hear foreshadowing of the two songs he would contribute to the Singles soundtrack a couple years later in the guitar hook on “Merry Go Round.”)  But ultimately, they don’t really give a bloke a whole lot to grab onto. Sometimes when I listen to ASD, these two tracks sort of blend together into a single seven-minute hum-along extravaganza. And “Attitude”—another boppy-poppy nugget of fluff—really does lack any real attitude.

If that’s what you’re looking for, look instead to the title track. This is where the attitude is, but it’s not a brash one: Westerberg is quietly sarcastic and self-deprecating here, building on the wistful earnestness of “Rock ‘n’ Roll Ghost,” the best track on Don’t Tell a Soul. You’ll also find some in “Happy Town,” with its off-the-rack, “what’s the fucking point” theme that at first blush is comfortably and predictably punk, but underneath suggests that even making the effort to be punk is an utter waste of time.

“Happy Town” is one of the tracks I liked as soon as I heard it; “All Shook Down” took a quarter-century to grow on me. In writing this essay, it quickly became clear to me that my attitudes about ASD had shifted. But the real question was, by how much?

Let’s break it down. There are three songs on this record I’ve liked since the first listen:

  • “Nobody.” Upbeat and energetic, it’s a tale of a man trying to move past his great love by attending her wedding, about which it is implied she has deep reservations (or maybe that’s just in the narrator’s mind, something he’s telling himself, because Westerberg’s lyrics are a bit vague on that point). I felt like I could relate to it. “Nobody” also follows immediately after “Merry Go Round” and “One Wink at a Time,” and the first time I heard it was the moment I thought perhaps this album could still be saved from itself.
  • “Torture,” a short, peppy, acoustic diversion. Other than the harmonica playing, I struggle to articulate why I like it. But I do.
  • “My Little Problem,” a duet between Westerberg and Concrete Blonde’s Johnette Napolitano, is objectively a ton of fun, and it truly rocks. It’s generally the consensus pick for best song on the record, and for once, the consensus is right.

And the three tracks I’ve changed my mind about over the last 26 years—two for the better, one for the worse:

  • “Bent Out of Shape,” which feels more forced and mailed-in to me now than it originally did.
  • “Someone Take the Wheel,” which would have fit right in on Tim (it recalls both “Swinging Party” and “Waitress in the Sky”). Most of the other tracks on ASD would have sounded out of place on any other Replacements album.
  • “The Last,” which I generally skipped whenever I played ASD back in the old days, is now obviously an excellent closer, even though it’s a straight-up lounge track. It’s something I can almost hear Ben Folds playing, years later.

It’s hard to say if I like this record more than I used to. I definitely listen to it more. Maybe it’s because now I’m old enough to relate on a more personal level to the record’s recurring lyrical themes of getting older and learning to live with disappointment.

Is that why this album by my favorite band failed to connect with me when I was 18? Was it too disconnected from my own lived experience to that point? Reading what I wrote back then, I think what I was trying to say was that All Shook Down’s biggest transgression was its self-indulgence. But what solo album isn’t self-indulgent, at least a little? And, had I spent a little more time considering the extent to which this album was actually a solo album, I may have evaluated it differently.

But I suspect not. In 1990, I didn’t want a Paul Westerberg solo album. What I did want was a new Replacements album. And regardless of the backstory of how ASD came to be—which I was fully aware of at the time—my disappointment in the disparity between what was written on the sleeve and what I found inside was inevitable. And that’s probably why I didn’t like it, because I wasn’t ready to go where Westerberg was taking me.

Or maybe the problem was simpler than that. Maybe the album just wasn’t very good. I doubt that’s the case, though: ASD displays, by turns, tenderness, angst, self-pity (but not in a “poor little rock star” sort of way), and self-awareness—sometimes it’s awkwardly expressed, but at other times it’s delivered in delicious, brilliantly-turned phrases. I think, speaking as objectively as I can about a subjective idea, that this is a good record, even though I didn’t in 1990.

But good is one thing. Good doesn’t settle the argument I started in my original review: Does All Shook Down have a soul? That’s a nebulous concept, maybe more so in a musical context than any other (unless you’re talking about soul music as a genre, in which case it gets a little easier). To me, soul implies a certain depth of feeling and meaning, at a very personal level, that flows from the musician to the music. It’s what makes the music important, what gives it longevity and relevance, what makes it more than just another disposable entertainment commodity. Soul is why a piece of music matters.

So yes, I would like to revise my original remarks vis a vis whether or not All Shook Down has any soul. It does have some. But it’s not distributed evenly. Westerberg seems to be holding back, dolloping out small scoops of truth here and there but mostly hiding from us—and that’s what gives the whole record a certain uneven, by-the-numbers, contractually-obligated feeling. Still, Errol was right, and I was wrong: All Shook Down is not without soul.

Errol was wrong about something else, though. You can’t evaluate a record in a vacuum—or rather, you can, but it gives an incomplete picture. It’s all contextual, be it in terms of the band’s earlier output or the zeitgeist of the moment. Now we can look back across Paul Westerberg’s solo career and see how ASD leads to everything he’s done since. And in that light, it fares better. As a Paul Westerberg solo album, it lands somewhere above Eventually and Folker but below 14 Songs and Mono.

Ultimately, the only thing I regret about my original review is the tone. All Shook Down is an inconsistent album, with some brilliant moments and too many listless ones. Even after placing it into the proper context of the Paul Westerberg solo timeline, I still have a hard time overlooking the fact that there isn’t even one classic song on this entire album.

It’s not always easy for a writer to take a critical eye to his own work. But All Shook Down—and Paul Westerberg, not that he noticed my original write-up, or would give a shit even if he had—deserved more than my flip attempt to score a few Insufferable Music Snob points at its expense. And while my feelings about ASD haven’t really changed that much in 26 years, I had to actually write this essay to figure out how I really feel about All Shook Down after all that time, which is this: Westerberg actually gave ‘Mats fans a pretty good record back in 1990, but I’ve never liked it quite as much as it probably deserves.