The Replacements

Within Your ReachHootenanny
Color Me ImpressedHootenanny
UnsatisfiedLet It Be
I Will DareLet It Be
Left Of The DialTim
Here Comes A RegularTim
SkywayPleased To Meet Me
Can't Hardly WaitPleased To Meet Me
Achin' To BeDon't Tell A Soul
Sadly BeautifulAll Shook Down



Replacements playlist




Contributor: Andrew Shields

In a previous Toppermost, I covered Paul Westerberg’s career as a solo artist. In this list, however, I will be focusing on his work with the band with which he first came to prominence. That group was perhaps the cult band of the 1980s, The Replacements, who were formed in Minneapolis in 1979 with the brothers Bob and Tommy Stinson and Chris Mars.

Along with R.E.M. and Hüsker Dü, the Replacements were one of the first American indie bands, releasing their early records on the local label, Twin/Tone Records, which was co-founded by Peter Jesperson, a key figure in the group’s early history. Although they were influenced by English punk music, their take on it was decidedly American and Westerberg’s lyrics tended to focus on themes of teenage alienation (on songs such as Unsatisfied and The Ledge) rather than on the broader political subjects which were taken up by bands like The Clash. Over time, Westerberg was also to develop a strong melodic sense and this was ultimately to draw the band more and more away from its punk/new wave roots. There was also a romantic air and an oddly vulnerable ‘heart on his sleeve’ strain to some of Westerberg’s best work which distinguished him from many of his contemporaries.

While the Mats, as they were known to initiates (it came from the original term ‘Placemats’, a play on the group’s name) came close on a number of occasions to achieving the type of mainstream commercial success that a number of their peers, most notably R.E.M. did, in the event, they never were quite to do so. This was a consequence of the fact that, for all their musical talent, the band also had a well-developed gift for self-sabotage and their frequently chaotic and (sometimes) drunken live appearances and the persistent rumours of friction between the band’s members were enough to drive away many record company executives who might otherwise have been interested in them.

Nevertheless, Westerberg’s work with the Mats clearly showed him to be one of the best songwriters of his generation. This was still the case even though his songwriting could frequently veer from the sublime (on songs like Sadly Beautiful and Skyway) to the ridiculous or the inane (on tracks like Tommy Gets His Tonsils Out and Dope Smokin’ Moron). In a sense, however, with the Replacements, this inconsistency did not really matter (indeed it was part of their charm) and it may have been part of the reason why the band were so loved by their fans. Their dedication to the band was, perhaps, most clearly demonstrated during its recent reunion tours. However, while this relatively brief reformation of the band did lead to some extremely memorable concerts, it did not, it appears, lead to the production of any new material which could compete with the best of their earlier work.

This inconsistency also reflected the fact that Westerberg was constantly developing and maturing as a songwriter during the time that the band was together. As a result, the wistful maturity of his songs on their fine final album, All Shook Down, with its country and folk influences, was a world away from the kind of trash power-punk of their first record. Although the group’s first two records, Sorry Ma, Forgot To Take Out The Trash and Stink had clearly displayed Westerberg’s ability to portray the American teenage/young adult psyche (with a sly wit unequalled perhaps since the days of Chuck Berry), it was only with the release of Hootenanny (1983) that it became clear that Westerberg had the potential to be a songwriter of the very first rank. Indeed, the best songs on that album displayed a far greater emotional depth than had his earlier work. My first selection here, Within Your Reach is a clear example of this and is one of the first of his great ‘aching’ songs. Musically, it was also far more experimental than the band’s earlier songs had been and, as such, it represented a major breakthrough for Westerberg as a songwriter. My second choice from the album, Color Me Impressed, is both an extremely witty song (“Everybody at your party, they don’t look depressed”) and, at the same time, a dissection of Westerberg’s own sense of being an outsider. It was perhaps this aspect of his persona (as the archetypal ‘lovable loser’, as he has been described) which was to have the greatest influence on later American indie artists, most notably, perhaps, Kurt Cobain.

The band’s next album, Let It Be, released in the following year, has been seen by many commentators as their masterpiece. While personally I prefer some of their later CDs which, taken as a whole, are more coherent pieces of works, there is no doubt that the finest songs on that record rank very high among Paul Westerberg’s own best work. Indeed, the ones I have selected are among the very best songs produced by any indie group in the US in this period. Of these, Unsatisfied performed much the same function as an anti-anthem (as it were) for disaffected and alienated youth as Nirvana’s Smells Like Teen Spirit was to do, with far greater commercial success, for a later generation. It could also be seen as a response to the Rolling Stones’ Satisfaction, albeit one which saw the very idea of the attainment of the title concept of the song as being an essentially unrealisable goal and even, perhaps, a laughable one. It is also difficult here not to see a direct line between the raw, heartfelt and raspy singing style adopted by Westerberg on the song and the very similar one which Kurt Cobain was to use with Nirvana. As far as I am aware, however, the younger man never publicly acknowledged that debt. My other selection from the album, I Will Dare, shows the band moving into the folk/country area then being explored by contemporaries like R.E.M., whose Peter Buck contributes an excellent guitar solo on the track. Its unusual rhythm also lends the song a hypnotic effect.

From the 1985 album, Tim, Left Of The Dial is both a tribute to American college radio (which plays a far more diverse range of music than does the mainstream variety there) and something of a personal message or love letter to Angie Carlson, the guitar and keyboard player with the indie band, Let’s Active. The riff-heavy nature of the song also demonstrates the fact that Westerberg’s influences included American stadium rockers like Kiss and Boston as well as contemporary punk and new wave artists. Its anthemic quality also meant that the song became something of a talisman for contemporary Indie artists and for independent radio stations across the United States. Indeed, the song’s title has since been used for a compilation album which features both the Replacements themselves and many of the other American and English indie bands which emerged at the same time as them. My next selection, Here Comes A Regular has a regret-laden, late night quality which, for me at least, brings to mind songs like Frank Sinatra’s classic One For My Baby (And One More For The Road). Its combination of world weariness, wit and pathos also bears comparison with the latter song. However, its indictment of American ‘drinking’ culture also indicates Paul Westerberg’s desire to shift away from the wild lifestyle with which the Replacements had previously been associated.

This seeming disenchantment with the rock and roll lifestyle may also have owed something to the toll which it was then taking on the members of the band. It was the pressures of that lifestyle, for example, which led to the departure of Bob Stinson in 1987. Stinson also had misgivings about the band’s musical direction and his exit gave Westerberg more scope to explore the folk and country influences which were to become more central to his songwriting in the years which followed. These influences also colour my remaining selections. Of these, the beautifully melodic Skyway indicates a new willingness on Westerberg’s part to display the sensitivity and vulnerability which had previously been merely hinted at in the band’s songs. The song’s air of bruised romanticism was also one which was to pervade much of his later solo work. My next choice, Can’t Hardly Wait, also from Pleased To Meet Me, is probably the band’s most perfect pop song. Its soul-influenced ‘rolling’ arrangement also displayed the lengths which the band had travelled since their early punk days.

The Mats later albums were, in many respects, far more downbeat and disillusioned affairs than their earlier ones had been. This (at times) jaded quality also reflected the band’s failure to achieve the commercial success which their undoubted excellence had deserved. For me, these later songs also show Westerberg’s continuing development as a songwriter and his growing ability to describe complex emotions in a remarkably concise way. Of my last two selections here, Achin’ To Be is a beautifully judged character sketch while Sadly Beautiful is both exactly what its title suggests and is one of Westerberg’s most powerfully affecting songs. As this list suggests, one of the major pleasures in listening to the Replacements is watching the gradual development of Paul Westerberg’s craft as a songwriter from the early spontaneous gems to the far more honed classic songs of the band’s later period. Indeed, the best of their work clearly demonstrated the remarkable talents of this mercurial, inconsistent, but at his best, brilliant songwriter.


The Replacements official website

Color Me Impressed: The Officially Unofficial Replacements Database

Paul Westerberg – Man Without Ties (Facebook)

Dedicated to Paul Westerberg and The Replacements

Bob Stinson (1959–1995)

Tommy Stinson official website

Chris Mars official website

“Trouble Boys: The True Story Of The Replacements”
Bob Mehr (Da Capo Press 2017)

The Replacements biography (Apple Music)

Andrew Shields is a freelance historian, who grew up in the West of Ireland and currently lives in Sydney, Australia. Along with an interest in history, politics and literature, his other principal occupations are listening to and reading about the music of Bob Dylan and, in more recent years, immersing himself in the often brilliant and unduly neglected music of Phil Ochs …

TopperPost #495


  1. Editor
    Dec 31, 2015

    We are indebted to Ben Turkel for pointing out a chronological error in the text, now corrected. Many thanks Ben … Ed.

  2. David Lewis
    Jan 2, 2016

    An excellent list of a band I’d not really dipped into. Listening to it, I realised that they invented many of the themes and cliches of later music. No mean feat.

  3. Andrew Shields
    Jan 2, 2016

    David, thanks for this. It is striking how many subsequent artists cite The Mats as a key influence. These include obvious ones such as faux-punk bands like Green Day, but also a host of what might be described as Americana artists like Jay Farrar, Jeff Tweedy, Ryan Adams and Lucinda Williams…

  4. Darren Jones
    Jan 3, 2016

    Great selection! You really have chosen some of their finest songs. I guess the perverse part of me would like to have seen a few dumb rockers on there to roughen it up a bit. There was always a tension between them and Westerberg’s more sensitive songs. And I always come back to Sorry Ma when I need to hammer something out of my system. However, it’s hard to quibble when you have Here Comes a Regular! Skyway! Can’t Hardly Wait! Well, all of them really…

  5. Keith Shackleton
    Jan 3, 2016

    It sounds harsh, but I like the idea of The Replacements far better than their actual output. It’s important they exist, but they’re just too erratic for me.. there’s an awful lot of slack stuff to wade through to pluck the cherries. I tried a Mats ten a while ago and couldn’t make ten, but the ones I picked are tops. Regular, Can’t Hardly Wait, Alex Chilton and Bastards of Young. I play them often. The other songs… not so much. I realise this makes me a heretic and I should be burnt at the stake 🙂

  6. Andrew Shields
    Jan 4, 2016

    Darren & Keith thanks for these comments. Keith – they are rolling out the tumbrils, as we speak. ‘Alex Chilton’ was in an earlier version of this list, but finally went for ‘Left of the Dial’ as it is such an excellent song and has become such a key track for other American indie artists.
    Would agree The Replacements are an inconsistent band, but, for me at least, that is a large part of their appeal…

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