10 Things I Never Knew About The Replacements "All Shook Down"

10 Things I Never Knew About The Replacements "All Shook Down"

Last Saturday I woke up with “When It Began” in my head. It would stay there for the majority of an hour, or until I got up, grabbed The Replacements All Shook Down CD, and threw it in my Walkman.

I listened to it all the way through, playing “When It Began” three extra times before I got out of bed. Once I was up, I went to Spotify and realized there was a deluxe edition, complete with demos.

While the demos played, I didn’t hear anyone other musicians, it was mostly home recordings with Paul Westerberg. So, I started doing a little digging and found out several Things I Never Knew About All Shook Down.

1.) First and foremost,  All Shook Down is a Replacements album in name only. “Attitude,” a beautiful little song, is the only one in which the entire band (Westerberg, Stinson, Mars, and Dunlap) played together on. I’ve read somewhere that they all played on “Bent Out Of Shape” as well.

2.) All Shook Down was originally intended to be Paul Westerberg’s solo debut but his management team convinced him to do it as a ‘Mats album to fulfill their record deal with Sire. As a result, there are several guest musicians, in addition to the three other Replacements, on the album.

3.) Johnette Napolitano of Concrete Blonde, duets with Paul Westerberg on the song “My Little Problem.” Westerberg remarked that the song was written as a duet with a female in mind, specifically Napolitano, who was his first choice.

4.) During the New York recording session of “My Little Problem,” Paul Westerberg put a mattress in between himself and Johnette Napolitano because he didn’t want anyone to see him.

So we were in the same room, we had two mics… As I recall he put this huge mattress up between us because he didn’t want to be seen or something. And I’m like okay, well, whatever. And we sang it. We knocked it out in the studio basically. –Johnette Napolitano

5.) After being probed to re-record her vocal part ad infinitum, Napolitano leaves saying she has to get cigarettes, and never returns to the studio. Eventually, at 2 AM, the band calls her hotel and learns that she’d gone back to England.

And Paul wanted to do it again again again, and I ended up saying I’m going to get some cigarettes, and then I didn’t came back, famously I guess – sorry! But because it was done.” –Johnette Napolitano

“I think that she’s one of those people who are uncomfortable being in the same country for more than about 45 minutes.” –Paul Westerberg

6.) “Sadly Beautiful” was originally written for Marianne Faithfull but she never used it. Paul Westerberg thought it was too powerful to waste, so he recorded it for All Shook Down.

7.) John Cale, of Velvet Underground fame, played viola on “Sadly Beautiful.” He didn’t bring a chin rest to the studio so he had to use a beer-soaked towel, courtesy of the band members.

That was so . . . that was like falling off a log. We were in the studio, and I asked if we could get someone to play the violin. And Scott Litt, the producer, said “Yeah, I think I know someone. I’ll give John Cale a call.” I thought he was joking. An hour and a half later Cale walks in. I nearly pissed in my pants. (laughs) We didn’t have one of those little things he sticks under his chin, to play the viola, so we had to give him a rag we’d used to wipe up the beer from the previous night. (-Russel Hall Interview)

8.) Paul Westerberg said he was extremely intimidated by Cale while he was in the studio, always wondering “If he was going to drop-kick me.” (Songfacts)

9.) During the making of , All Shook Down Westerberg said he felt weak and unhealthy. From an outsider’s standpoint, it seemed like he was in his best shape ever. Again proving we never really have any idea what these artists are truly going through.

“I sound very tired and weak on it, and I was. I was not healthy, not caring much. I sort of erased all the real angst, the pissed off, and the humor and took only the elements that were a little deranged, a little sad and a little pathetic and put them together. I was pretty fucking desperate there, and it shows. I’m glad we captured it.” (Ira Robbins Interview)


10.) Westerberg wanted to have full control but didn’t know how to say it to the band members. He had hoped at a certain point they would move on to their own solo projects, but that never really happened, making the recording of All Shook Down much more difficult.

“I didn’t want to have to check with people to see if what I was doing was OK. If I like something, I’m at the point now that’s good enough,” says Westerberg. “From day one I led and wrote and sang,” he notes. Ten years on, his bandmates “had their own material, and they wanted to do my job. I didn’t want to do theirs.” (Ira Robbins Interview)

“If I had been more together physically and emotionally I should have said, OK boys, I’m doing this [album] alone. I was hoping they would instinctively know, and say, ‘OK, Paul, do it.’ Then they could go and be their own singers and their own songwriters. Instead, they clung to the group and it was difficult for all of us.” (Ira Robbins Interview)

“By the time the record came out I was sober for the tour, and it was difficult to play these songs that I didn’t feel anymore. It was like a traveling wake. (Ira Robbins Interview)

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