August 23, 2019 Writing

When we started the “Rockin’ the Suburbs” podcast way back in the dark ages of January 2017, we discussed two songs on the very first episode: One was by the Chills, a band on Flying Nun Records, and the other was from the Replacements.

As regular listeners know, we’ve done quite a bit on Flying Nun bands — including the Chills — but the ‘Mats haven’t really gotten a concentrated examination. Until this week, that is.

We asked our listeners and friends to help us determine their top 15 Replacements songs, and we got a great response. The ‘Mats were a band who openly showed contempt for the trappings of fame and rock ‘n’ roll stardom, and in the process inspired incredible passion and devotion in their fans. That includes us.

Which is a long way of saying, we weren’t satisfied with just ranking the band’s top 15 songs. Not even the top 50 would satisfy us. We got all shook down and ranked every single ‘Mats tune. What you are about to read is how we think all 132 original tunes stack up.

Enjoy … and feel free to disagree in the comments.

Twin/Tone Press Photo circa 1984. L-R Chris Mars, Bob Stinson, Paul Westerberg, Tommy Stinson. (Twin/Tone Records)

134. Kissin’ in Action (All Shook Down expanded edition)

There are two bonus-track versions of this outtake from the Replacements final, disoriented album. So you can hear how this lifeless, mid-tempo rocker — with strained lyrics that try too hard to be clever — evolved from demo to studio version to cutting-room floor. For completists only.

Key lyric: Combat hand to hand / Don’t you wait for your mandolin fleece / Warfare, well I’m fair / When you’re out of V.C.s (Ed. note: What?)

-Jim Lenahan

133. Whole Foods Blues (unreleased)

Ahem! Paul would like to speak to the manager. This undercooked original song, which exists solely in the form of a shaky YouTube video from the 2015 reunion tour, is a curmudgeonly visit to that grocery store chain that many love to hate.

Key lyric: I went down to Whole Foods / To get something good to eat / But all I got was attitude / From your hippy hair to punk rock feet

-Thomas Nord

132. Kick It In (Pleased To Meet Me expanded edition)

Chris Mars makes you think of John Mellencamp drummer Kenny Aronoff at the start of the song with those muscular ‘80s drums. Beyond that, this song doesn’t particularly stand out. Paul Westerberg seems to be on about the evils of television, but it’s more of a ramble. The guitar solo won’t stick in your head. A demo that was correctly left behind.

Key lyric: Plug it in / Turn it on / Get up / Kick it in, kick it in

-Justin Steiner

131. Pool & Dive (Don’t you Know who I Think I Was?)

Tacked onto the end of 2006’s best-of set, this generic rocker never gets out of first gear and feels more like an empty, cracked pool behind an abandoned house rather than a clear, blue oasis. The oral sex metaphor is a little, uh, dry, to say the least.

Key lyric: I bet you’re gonna get wet / even though we just met

-Patrick Foster

130. ‘Til We’re Nude (All for Nothing/Nothing for All)

For a guy hailed as one of the all-time great lyricists, Paul delivers some genuine gibberish on this throwaway tune, with the title phrase being one of the only lines that’s actually decipherable. There’s also something about a firetruck and the spelling out of a certain four-letter word, but this one’s all about the driving momentum, not the deeper meaning.

Key lyric: Me and you / we ain’t through / we ain’t through / ‘til we’re nude

-Will Pfeifer

129. Like You (Sorry Ma, Forgot to Take Out the Trash expanded edition)

One of the least impressive Replacements songs put on tape. It brings little musically or lyrically and probably never should have seen the light of day.

Key lyric: Now you crave a real friend / And I crave a pizza too

-Scott Parks

128. Oh Baby (Sorry Ma, Forgot to Take Out the Trash expanded edition)

Another song unworthy of making the debut, this original sounds like a sped-up, punked-up cover of some ’50s rock ‘n’ roll tune, full of juvenile innuendo.

Key lyric: She’s got a bush, I’ve got a tree / Watch me go oh wee wee (Ed. – Yikes)

-Scott Parks

127. Love You Till Friday (Sorry Ma, Forgot to Take Out the Trash)

The band tries to make up some ground on their speedier hardcore competitors but never truly get out of the gate. For a song that’s a mere 1:54, this one just drags and drags. And just who would want to be their wife anyway?

Key lyric: (Nothing much here)

-Nick Scalera

126. Get Lost (Sorry Ma, Forgot to Take Out the Trash expanded edition)

Despite a blistering solo from Bob and snarling vocals from Paul, “Get Lost” didn’t make the cut for Sorry Ma, most likely due to forgetful lyrics.

Key lyric: Get lost. (Indeed.)

-Scott Parks

125. Get On the Stick (Sorry Ma, Forgot to Take Out the Trash expanded edition)

Undeniably relentless, but ultimately pointless, demo thrash. The band emerges from hazy feedback to violently attack the hook until Paul runs out of energy convincing his baby to “get on the stick.” He also appears to run out of words to mumble.

Key lyric: All hands on deck, walk around, you can walk my plank

-James Petrillo

124. Election Day (Pleased to Meet Me expanded edition)

This B-side shows up on many lists of “election” songs mainly because of the title. If anything, it’s a salute to voter apathy. There’s no skewing left or right. Politicians can’t offer Paul anything until love finds him first. A decent fiery blues workout with some shreddy sliding guitar licks.

Key lyric: In the chill night … someone close the polls

-James Petrillo

123. Poke me in my Cage (unreleased)

No one can accuse Paul Westerberg and Tommy Stinson of worrying too much about their legacy. This jazzbo improv — recorded post-reunion in 2014 and issued on Soundcloud only — spins out to 24 minutes, and if you stick with it all the way, there are some moments of fleeting inspiration. There doesn’t seem to be a whole lot of accurate detail available about what Paul and Tommy were trying to accomplish with these sessions (with Josh Freese occupying the drum stool), but tossing this onto the web and walking away tells you all you need to know. Uploaded with the popular hashtag: #PorcupinePiss

Key lyric: (Instrumental)

-Patrick Foster

122. Satellite (All Shook Down expanded edition)

This song seemed exciting when later released as a bonus track, yet the more you hear it, the less there is to be excited about. It’s a mid-tempo rocker that tries to be yearning and possibly angry at the same time.

Key lyric: Couldn’t find you anyplace on that screen

-Justin Steiner

121. Ought to Get Love (All Shook Down expanded edition)

The band’s batting average was so incredibly high across the years that they were bound to have a few popouts. This studio outtake, despite the inspired piano, is one of those. But, it’s better than taking a called third strike.

Key lyric: (None, sorry Paul.)

-Patrick Foster

120. Rattlesnake (Sorry Ma, Forgot to Take Out the Trash)

This sounds like it was recorded in a buzzing tin can. It’s full of punk snarl, has a solid bass line for someone who was barely in middle school, and features an energetic guitar solo. Paul moans on about how he’s a rattlesnake, or a rat, or both.

Key lyric: (Nothing key here)

-Justin Steiner

119. Junior’s Got a Gun (Hootenanny expanded edition)

A rollicking bass line and crackling drums propel this outtake. The fact that Junior has a gun is troubling enough, but he’s “using it all over town.” A thematic precursor to another band’s song about Jeremy. This young man is medicated, sure, but nothing terrible has happened with his six-shooter … yet.

Key lyric: Junior’s got a gun, and he’s taking it all too seriously

-James Petrillo

118. Shape Up (Sorry Ma, Forgot to Take Out the Trash expanded edition)

Channeling the New York Dolls (they name drop them in the bridge/second chorus). This could have easily been one of the tracks to make Sorry Ma. But if you’re going to pick a song about the New York Dolls, would you pick this over “Johnny’s Gonna Die”? I wouldn’t either.

Key lyric: I’m wearing dirty clothes / I need a filthy rag / I like the New York Dolls and The Clash

-Scott Parks

117. Don’t Turn Me Down (Sorry Ma, Forgot To Take Out The Trash expanded edition)

Track three of the infamous demo tape that got the band signed to Twin/Tone, this Chuck Berry-style rocker lacks what makes the first two tracks (“Raised In the City” and “Shut Up”) special. Lyrically, it’s just dull. It’s a good thing that this wasn’t track one or we might never have heard the Replacements at all.

Key lyric: Baby, baby, baby, what is on your mind? / Why you treat me, treat me, treat me so unkind?

-Scott Parks

116. Wake Up (Don’t Tell a Soul expanded edition)

This punk romp doesn’t offer anything special, but it does recall the relentless racket of the early years. The thrashy, pounding wake-up call is appropriately an outtake from the band’s most mellow LP. As the Mats’ very existence is fading, Paul suddenly wonders how he’s ended up alone. Wait for some fun-to-hear instructions after the music quits.

Key lyric: Wake up and wonder where you are

-James Petrillo

115. Anywhere’s Better Than Here (Don’t Tell A Soul)

You either like the beefed-up production style of this album, or you don’t. This isn’t close to the best song on the album, but it gets by on attitude in Paul’s vocal delivery and in Slim Dunlop’s slightly snarly guitars. The fadeout is probably the most interesting part, where everyone gets loud and the music crashes a few times before it disappears.

Key lyric: You don’t care / Where the hell you’re goin’ / Anywhere/Is better than goin’

-Justin Steiner

114. I Bought a Headache (Sorry Ma, Forgot to Take Out the Trash)

When your muse is a bad bag of weed at a Foghat show, you’re probably not writing a stone-cold classic. The main riff is as hazy and wobbly as the subject matter, and the most inspired lyric of the song is followed by a series of “come on” placeholders. The canned applause at the end is justifiably sarcastic.

Key lyric: A long haired girl shaking way past her years

-Erik Didriksen

113. Hear You Been to College (The Shit Hits the Fans)

I always imagined this ragged, slow blues tune as the one the ‘Mats worked up to piss off the part of the audience who just wanted to get drunk and slam. In the context of the notorious live album Shit, it’s together, purposeful and complete. But as Paul might tell ’ya, sometimes context is everything.

Key lyric: Here you been to college/there isn’t anything they can teach me there

-Patrick Foster

112. Basement Jam (Sorry Ma, Forgot to Take Out the Trash expanded edition)

Some tasty boogie-woogie and silly antics highlight this rehearsal outtake. Warbled over a slinking bass line, the slapdash, improvised lyrics end up having more structure and depth than some early B-sides. Paul courts a girl named June, begging her to stay on his couch for the afternoon while his band-mates yell out non-sequiturs.

Key lyric: Timmy!

-James Petrillo

Early alternate promo photo (Image: Twin/Tone Records Archive)

111. Lookin’ For Ya (Hootenanny expanded edition)

This studio outtake is a rocker, almost like a rave-up. It’s pleasant enough as it goes, during a time when their music wasn’t necessarily aiming for pleasant. If it sounds familiar, it’s because it morphed into “Lovelines,” also on Hootenanny.

Key lyric: Lookin’ for ya baby / Let’s get along / Got no place / Got no song

-Justin Steiner

110. Staple In Her Stomach (Stink expanded edition)

A queasy tribute to a woman with staples in her stomach; it’s unclear if they’re weight-loss or surgery related. Either way, the fun romp’s over too quickly to worry about inappropriate lyrical content standing the test of time or why these childish stories became so rare as the years went by. Maybe ex-band members took the silly stuff with them.

Key lyric: I got a girl, don’t talk back / I got her…living through a heart attack

-James Petrillo

109. Don’t Ask Why (Sorry Ma, Forgot to Take Out the Trash)

Don’t ask why this song is any better or worse than anything else on Sorry Ma, because it isn’t. You do get a faint whiff of Bob Stinson’s wailing surf guitar licks underneath the mediocre punk aping and less-than-clever lyrics. Taken in isolation this track gives little indication of the greatness to come.

Key lyric: You’re goin’ out of my mind / I’m staying out of your way

-Nick Scalera

108. We Know the Night (Don’t Tell a Soul expanded edition)

This mid-tempo acoustic guitar and piano outtake deals with mowing lawns, prime lending rates and the impermanence of life. In short, it is a “mature” Paul lament about getting older. Luckily, night fell before this was included on the album proper.

Key lyric: You can bust your back from now till the sun goes west / Best things always come when your mind’s at rest

-Nick Scalera

107. Who Knows (All for Nothing/Nothing for All)

As the end neared, the music got more subdued and Paul got more serious. This All Shook Down outtake feels like him stretching into the next phase of his singer-songwriter career, and the strain shows. The lyrics are solid, of course, but they lack the off-the-cuff, effortless quality of his best work. The good news is, if you like this one, there’s plenty more like it in Paul’s solo catalog.

Key lyric: When the fire in his eyes turned to ashes / and the heat it gave no longer glows / who will be the next to dry your lashes?

-Will Pfeifer

106. All He Wants to do is Fish (All for Nothing/Nothing for All)

A simple ditty about a man who just wants to be left alone with a bottle and pole and a fishin’ hole (included as a bonus track on a greatest hits compilation). On a deeper level, the man who Don’t want a job / A job could ruin his life shares characteristics with Paul and both Stinsons. And probably a shit-ton of other Midwesterners who were fed up with the rat race. A minor, but highly enjoyable, rarity.

Key lyric: For some it takes a lot to make their life whole / But all he needs is water and his fishin’ pole

-Patrick Foster

105. White and Lazy (Stink)

Backed by a bluesy harmonica, Paul opines about somebody making it through the day while scraping together enough to “spend my money on a sweet and sexy.” But it’s the last 25 seconds and the switch in tempo, back to hardcore punk, that solidifies this song in the Replacements’ catalog.

Key lyric: Sick of white!

-Harris King

104. I Won’t (Don’t Tell a Soul)

A well-produced but pretty forgettable blues stomp. So forgettable, in fact, that we initially left it off this list.

Key lyric: You want me to write a letter or a note / I won’t

-Jim Lenahan

103. Torture (All Shook Down)

You know that maneuver where you set darker lyrics to a light piece of music? Paul tries to do that here, but the music is too light and the lyrics aren’t really as dark as the title would imply. The most interesting parts are in the bridge, where the bass has more of a dissonant counterpoint with the guitars, and then right after, when the harmonica comes in. Yup, harmonica. Better than you would think, but not much better.

Key Lyric: Torture / Oooh yeah torture / Without you

-Justin Steiner

102. Bundle Up (Pleased to Meet Me expanded edition)

This outtake sounds like a first-take jam, but it’s rockabilly spine — based on “Jungle Rock” — is evidence that they’ll try anything until it totally falls apart. Even a Bob-style slop guitar solo. Also notable for mentioning Christmas stockings and the jungle in the same lyric. Cue track devolving into laughter. The kinda thing you’d wish they would’ve finished, it might have been a holiday contender.

Key lyric: Elves and Rudolph they was shootin’ up junk / Not a creature was stirrin’ ’cause they all was drunk

-Patrick Foster

101. Gimme Noise (Stink)

Not every song/band/genre registers with everyone. This is Paul writing a song about exactly that. If you’ve never heard of the Suburbs, the first line of this song might be a puzzler. Paul singles out that popular Minneapolis new wave band, then invokes another Minneapolis band, the Castaways, intentionally or not, to declare that the Replacements will not pander to the melodic, danceable, skinny tie (leather jacket?) hipsters that were drawing attention circa 1981.

Key lyric: Gimme that record / Gimme that hammer

-B.J. Bonin

100. Something to Dü (Sorry Ma, Forgot to Take Out the Trash)

The “real tough boys” who are “delivering noise” in this 1:42 could be any one of the bands scrabbling around the Twin Cities as the 1980s dawned, but the Mats slip tongue into cheek, switch up the spelling on “do” and toss in an umlaut. That nod to their noise- and speed-obsessed hometown rivals in Hüsker Dü turns this tune into something a little above average, but it’s also the kind of impish fun Bob Mould wanted no part of.

Key lyric: Something to dü / Something to Hüsker / Break the Mould

-Patrick Foster

99. Mr. Whirly (Hootenanny)

This song probably started as a joke, but ended up on the album because, well, it’s hootenanny. The band quotes both “Strawberry Fields Forever” and “Oh Darling” musically and “The Twist” lyrically. In between is some punk bashing. The song is slight but catchy, thanks to the artists from whom they stole.

Key lyric: ‘Mr. Whirly / Please don’t call me / I’ve been drinking alone

-Justin Steiner

98. You Ain’t Gotta Dance (Sorry Ma, Forgot to Take Out the Trash expanded edition)

The Replacements went into Blackberry Way Studio in Minneapolis on July 21, 1980, to make their first studio demos. This session resulted in three songs that didn’t make the cut for their first album. But despite uninteresting lyrics, “You Ain’t Gotta Dance” could have fit nicely on any Twin/Tone era Mats record due to the excellent Paul melody and Bob solo.

Key lyric: Rock ‘n’ roll don’t take no talent, you said, obviously / You try it like that; you do it like this / That’s the way it’s gonna be

-Scott Parks

97. Photo (Pleased to Meet Me expanded edition)

In what feels like a sadder, semi-sequel to “Hootenany’s” “Lovelines,” Paul tells us that since a little black book is a thing of the past, we might want to try a personal ad in our never-ending pursuit of love – or just plain old human contact. Melancholy lyrics and driving guitars make for a winning combination, but given the murderer’s row of songs already on the “Pleased to Meet Me” lineup, it’s no wonder this one was left off the initial release.

Key lyric: Put an ad in the paper / it’s a P.O. box that’s waiting / empty as your heart and your life

-Will Pfeifer

96. Tiny Paper Planes (All Shook Down expanded edition)

A lovely, brief acoustic demo describes how to send your painful memories floating away into the ether. Paul suggests putting the negative imagery on a paper airplane and burning it in the fireplace or flying it out the window. Might have the makings of a full, sweet ballad.

Key lyric: Use her diary for a phone book to block the window and the rain

-James Petrillo



Ticket stub image from the collection of Ben Sundin.

95. Birthday Gal (Pleased to Meet Me expanded edition)

Paul creates a vivid scene from a mundane event. The anguish of receiving gifts is captured effortlessly: She might wear them earrings, but she won’t wear the clothes. All of life’s disappointments, small and large, over the years are piling up and represented by the ever-growing collection of candles burning out on the cake. It becomes too much for the birthday gal, and she runs out of the room. The demo from the Pleased to Meet Me expanded edition doesn’t quite live up to the version on All for Nothing/Nothing for All, where the acoustic guitars emphasize the melancholy and heartache.

Key lyric: Birthday gal, do you wish that there weren’t quite as many candles that you had to blow?

-Mike Wagner

94. Message to the Boys (Don’t You Know Who I Think I Was?)

A new recording for a 2006 greatest hits album, this song bursts with the energy of a thoroughbred that has been kept waiting too long in the gate. Paul and Tommy are joined by studio musicians on this track (Chris wouldn’t play drums but does contribute some backing vocals), and musically it shows. Fun as the song is, the sound is closer to that of Paul’s solo albums than records from the Replacements’ heyday.

Key lyric: Well I met her in a bar / Like I always say / She was digging Tommy’s cute / Way down in FLA

-Jim Lenahan

93. Bad Worker (Hootenanny expanded edition)

This demo never went anywhere, which is too bad because it coulda been a contender. Covering the universal theme of working a crap job for crap wages, it’s certainly more interesting than Tommy’s tonsils. And Paul’s acoustic blues guitar chops are unexpectedly impressive.

Key lyric: Worked so hard, I ain’t got a pocket full of dime, quarter or a penny

-Nick Scalera

92. Date to Church (Don’t Tell a Soul expanded edition)

This gospel stomper was recorded late one night with the help of Tom Waits and all the booze in Los Angeles, and ended up as the B-side for “I’ll Be You.” Say what you will, but it takes brains to be this stupid.

Key lyric: Sitting in a pew / Well ain’t we the chosen few / Might not help, but it can’t hurt / On a, a little date to church

-Thomas Nord

91. You’re Getting Married (Stink expanded edition)

This is not a song you’d expect from the early days of the Replacements, and Bob was against it from the start. You can understand why it remained a demo; it’s slow and introspective. But it points the way to the types of songs Paul would soon be dealing out on a regular basis — wise and sad and yearning. He layers metaphor on top of metaphor to let a girl know she’s making a mistake by getting married (a theme he revisited much later with “Nobody.”) No mistaking Paul’s talent here.

Key lyric: Well, you say you’ll both be real happy / You forgot to tell your eyes

-Justin Steiner

90. Back to Back (Don’t Tell a Soul)

A study in contrasts. The fuzzy guitar intro widens into an almost pastoral acoustic piece, with Paul crooning his best sotto voce. The textures turn around again and again — back to back, then face to face (if you want) — and it eventually breaks into a Van Halenesque tapping solo. One knock is that it’s one of the few late-period Replacements songs carried by Paul’s delivery rather than his lyrics.

Key lyric: You know that I made a mistake / you know that I will stand face to face if you want

-Erik Didriksen

89. Happy Town (All Shook Down)

So without even hearing this, you know it’s not actually a happy town, right? It’s surprisingly peppy for late-era Replacements, includes a bright Hammond organ solo and chugs along with a Mick Taylor-lineup Stones groove. But of course it’s full of angst and regret, possibly over all the missed opportunities and self-inflicted harm of their checkered career.

Key lyric: The plan was to sweep the world off its feet / So you sweep the garage for the neighbors to see

-Nick Scalera

88. Ain’t No Crime (Hootenanny expanded edition)

On the verses and chorus, this album outtake is a thrasher that sounds like it belongs on Stink, but Bob’s playing vaults above the routine: Off-kilter, jagged lines and an unhinged solo flight are wonderful and stabbing. A nice example of his flickering genius as a guitar man.

Key lyric: Aint no crime / something something something something / guitar solo

-Patrick Foster

87. Rock ‘N’ Roll Ghost (Don’t Tell a Soul)

There are many rock ‘n’ roll ghosts, including Bob Stinson, who became one six years after this song was released. Perhaps it was an eerie prediction of sorts? There’s some hard truth-telling here, accompanied by slightly cheesy ‘80s-era synth that threatens to weigh down the whole project. But in the end Paul’s sincerity shines through as he bears his soul, paying tribute to someone specific perhaps, but more likely outlining his own regrets.

Key lyric: We don’t know until we’re gone / There’s no one here to raise a toast / I look into the mirror and I see / A rock ‘n’ roll ghost

-Nick Scalera

86. A Toe Needs A Shoe (Sorry Ma, Forgot to Take Out the Trash expanded edition)

The main ingredient in the unhinged magic of the early Replacements was Bob Stinson. He was the lead guitar player who would cover your ass. Until he couldn’t. On this outtake, he’s carrying everything, even a writer’s credit.

Key lyric: (Instrumental)

-Patrick Foster

85. Dose of Thunder (Tim)

The band is at its peak with the interplay of the rhythm section and Bob’s guitar, along with Paul’s relentless vocal delivery. The climax is the punch to the face a little over halfway through after the tempo is slowed for a quick opportunity to catch your breath.

Key lyric: When it comes, when it comes / it only takes a little ‘til you need a ton

-Harris King

84. Nowhere Is My Home (Tim expanded edition)

Before the internet and streaming services, when you really loved a band, you’d track down every release possible. That meant between albums you’d hunt for singles and maybe an import compilation that might contain something that hadn’t been properly released. That was the case with Boink!! The 1986 import-only disc featured seven songs from the band’s first three albums and two non-album songs – “If Only You Were Lonely,” the brilliant B-side of their debut single, and “Nowhere Is My Home,” a bastard of a track from the aborted Tim sessions produced by Alex Chilton (later included on the album’s expanded edition). With a killer, ringing Bob guitar riff and Paul sing-shouting about his bastard status, it’s a lost gem worthy of re-evaluation.

Key lyric: I ain’t deserted, just feel so disconcerted.

-Craig Rosen

83. I Hate Music (Sorry Ma, Forgot to Take Out the Trash)

This one begins with a false start — classic move. From there, the bass is frenetic, the staccato power chords have bite, and Bob’s guitar solo careens around. Paul is actually singing about something here, welding ambivalence to some insight about what happens when you grow up (Note: he was not grown up at all).

Key lyric: I hate my father / One day I won’t

-Justin Steiner

82. Attitude (All Shook Down)

Bob would never have let the band go in this shuffling direction, but by this swan song, it was Paul’s show all the way. There’s a great pop sensibility here: the bass bouncing and the guitars accenting the lyrics. Paul turns out pithy line after pithy line, showing off his prowess. If you thought the band’s teeth were gone by this period, they weren’t all the way out.

Key lyric: When you open that bottle of wine / You open a can of worms every time

-Justin Steiner

81. Fuck School (Stink)

Following “Kids Don’t Follow” on this tour de force EP, it becomes clear that the Replacements are not to be trifled with. “Fuck School” embraces a common sentiment and still manages to seem fresh with the searing guitars and snarled vocals in a super-efficient 87-second package.

Key lyric: Whatsamatter buddy? / Fuck you

-Harris King

80. Lay it Down Clown (Tim)

It’s one of the weaker songs on “Tim,” but still a solid rock ‘n roll song. That says something about Tim. Paul’s piano playing makes the otherwise repetitive and predictable song memorable.

Key lyric: Skinny as a rail and you think you got what it takes

-Harris King

79. More Cigarettes (Sorry Ma, Forgot to Take Out the Trash)

One minute and 20 seconds of frenzied nervous energy. The narrator seems filled with anxiety about a party and expresses his need for, well, “more cigarettes.” This is a ‘Mats song that is more about the vibe and attitude than anything else.

Key lyric: At 6 o’clock, batten down the hatches / We got cigarettes but ain’t got no matches

-Mark Neese

78. Otto (Sorry Ma, Forgot to Take Out the Trash)

A mini-epic in just over two minutes: Paul rasps what’s mostly the same lyric over and over a couple of times, then, at about the one-minute mark, the entire song shifts into some sort of blues standard for a few lines before kicking back into “Otto, Otto” and eventually grinding to an end. It’s a lot like a condensed early concert.

Key Lyric: Everybody gotta go Otto, Otto / Everybody gotta go Otto-to (repeat, repeat, repeat)

-Will Pfeifer

77. Beer For Breakfast (All For Nothing/Nothing For All)

This catchy ode to the slacker lifestyle clocks in under two minutes but sticks in your brain forever. Paul declares: Mama, your baby boy’s a bum while listing the random thoughts of an inebriated man-child. The perfect anthem for any growing band of lushes.

Key lyric: All I wanna do is drink beer for breakfast. / All I wanna eat is them barbeque chips

-James Petrillo

76. My Little Problem (All Shook Down)

If you don’t count the reunions, “My Little Problem” is the final, balls-to-the-wall Replacements rocker. Giving it an extra kick is the guest vocal from Concrete Blonde’s Johnette Napolitano, who serves as a perfect foil to Paul with punked-up vocal interplay comparable to X’s John Doe and Exene Cervenka.

Key lyric: But I’m a man of pieces / That you’re never gonna mend

-Craig Rosen

75. Darlin’ One (Don’t Tell a Soul)

The only Replacements song credited to Westerberg, Stinson, Mars and Dunlap. Not as evocative or as precise as other songs in the catalog, it is still a quality song with a strong vocal from Paul and excellent drumming from Chris. As with other songs on Don’t Tell a Soul, there is perhaps too much — as Paul put it — goop. However, the fullness of the production seems to give the song a triumphant feel not usually found in this band’s songs.

Key lyric: Five hundred midnights since have passed / Since I held you fast / You were safe at last

-Mike Wagner



The reunited Replacements at Riot Fest, Chicago 2013. (Photo: Keith Jacobsen)

74. Stuck in the Middle (Stink)

Paul nearly blows his voice out shouting through this quick punk onslaught. The impressive guitar break is welcome relief before the singing gets raspier than ever, expressing the frustration of being stuck in the middle of a song that isn’t by Stealers Wheel. Punishing but delicious.

Key lyric: Nothing on my left, nothing on my right.

-James Petrillo

73. Buck Hill (Hootenanny)

This is a surf guitar song named after a ski and snowboard park in Burnsville MN, south of Minneapolis. It’s the kind of place where teenagers hang out, get high and don’t realize how bad the skiing is until they go somewhere better. The song fits into the retro style of the record jacket and the grab bag of songs within. And there’s precedent for Minnesota bands performing surf music. The Trashmen from Minneapolis had a big hit with Surfin’ Bird in the early ‘60s.

Key lyric: Buck Hill!

-Phil Ingrassia

72. Perfectly Lethal (Let it Be expanded edition)

Only a band of this caliber could possibly leave a song like this on the cutting room floor. “Perfectly Lethal” would’ve been a perfectly good addition to Let It Be or any Replacements album. It’s almost a classic template: Paul’s chiming guitar in perfect counterpoint with Bob’s sliding, crunchy riffs, under lyrics that celebrate getting up and away from your television.

Key lyric: Afraid of the light, so turn on the dark

-Erik Didriksen

71. Merry go Round (All Shook Down)

The opening track to the last Replacements record (that was really a Paul solo record) is step away from the band’s style but is still worthy of the canon. The band was in tatters, with many getting off the merry go round, but the song is delicate, beautiful and points to the mainstream success deserved but never achieved.

Key lyric: Hush is the only word you know / and I stopped listening long ago

-Harris King

70. Kick Your Door Down (Sorry Ma, Forgot to Take Out the Trash)

The opening licks are dark and foreboding — perfectly capturing the sense of discovering a Replacement who won’t leave your door in 1981. Paul’s voice breaks like balsa wood over crunchy palm muting before everything roars together for the chorus. Chris brings the thunder for a song entirely about it.

Key lyric: Your radio is playing rather loud, and it don’t sound like me

-Erik Didriksen

69. You Lose (Hootenanny)

This song begs to be played at full volume in a car. Featuring a nearly loud-quiet pairing that foreshadows the 1990s, it also combines a hardcore chorus with verses that use chord phrasings that evoke jazz. If you ever needed an example of ferocious bass in a song, here’s Tommy cranking the chorus on his baby-blue Thunderbird (or whatever he was playing). Does this song answer “Lovelines”, or is it all the same (dontcha no)?

Key lyric: You’ll lose your mind / you won’t get it back

-B.J. Bonin

68. All Shook Down (All Shook Down)

When the Replacements’ final studio album came out, I was a bit disappointed. I heard the talk: It wasn’t really a proper ‘Mats album, but more like a Paul solo effort with a cast of session men. Chris had been shown the door; Bob was long gone. Tommy and Slim were still on board, possibly. As the years passed, my stance has softened. All Shook Down is Paul’s version of Big Star’s Third. Like Alex Chilton, Paul struggled to put together his final masterpiece as his band crumbled around him. The album’s title track appropriately catches that Chilton vibe. It’s not quite “Holocaust,” but being down has rarely sounded so bittersweet.

Key lyric: Some shit on the needle / Like your record

-Craig Rosen

67. Seen Your Video (Let it Be)

By 1984, you needed an MTV video to sell records. The Replacement’s rock ‘n’ roll heroes were making TV-friendly songs to get airplay and, frankly, most of them stunk (the Stones’ “Undercover of the Night”… ugh!)! The Replacements couldn’t take it anymore! This mostly instrumental track is driven by a melodic guitar riff so compelling that you never expect to hear lyrics in the last minute or so — but it works!

Key Lyric: Seen your video, that phony rock ‘n’ roll / We don’t want to know!

-Bud Verge

66. Bent Out of Shape (All Shook Down)

All Shook Down is a break-up album, and “Bent Out of Shape” is a post-break-up song where Paul laments over an uncomfortable relationship that ended up being good for him. Is it about the band? Is it about a woman? Is it about the booze? You could read all of those into the lyrics. Paul’s guitar sizzles throughout and it’s got a great blend of rough fuzzy chords in the verses and piercing solo in the chorus — a bit odd for what could have been a morose tune. I think we like it when Paul is “bent all out of shape.”

Key lyric: I couldn’t lie if I tried / Yeah you kept me straight / It don’t feel so good / But it made me feel great

-Bud Verge

65. I’ll Buy (Tim)

There is both a distinct 1950s rock ‘n’ roll vibe and showtune sensibility in this song. Paul mentions “Maybelline” and alludes to George M. Cohan’s “Give My Regards to Broadway.” It’s a fine album track starring another of Paul’s beaten-down protagonists, and the wide range of the Replacements’ musical inspirations is on full display.

Key lyric: Cruisin’ in the sunshine, ain’t yet been to bed

-Mark Neese

64. Willpower (Hootenanny)

A dark, atmospheric song featuring Tommy’s bass. It’s a composition and recording that represents a growth in the Replacements’ artistic development, and it’s easy to imagine a young Kurt Cobain listening to this song and taking notes.

Key lyric: Willpower changed my mind

-Mark Neese

63. Nightclub Jitters (Pleased to Meet Me)

One of a couple of songs that directly reference Paul’s fabled stage fright (see also “Talent Show”). Set against a jazzy slither, the lyrics also target the music industry’s long history of shady characters. Sublime.

Key lyric: They say “Now don’t be a stranger.” / It really don’t matter to me / I’d be willing to wager / That it don’t matter much if we keep in touch

-Jim Lenahan

62. The Last (All Shook Down)

Just like the Beatles, the final song on the final recorded album is meant to be a period at the end of the statement. Paul pulls out the jazzy style he has used from time to time, but the piano riff sounds some ominous tones, while the vocals build to an emotional boil. We fans may not have known then that our favorite band was finished, but someone knew.

Key lyric: This one’s your last chance / To make this last one really the last

-Jim Lenahan

61. Portland (Don’t Tell a Soul expanded edition)

After a particularly disastrous performance in this Northwestern city (must have been one hell of a night), Paul felt some guilt. This breezy shuffle of a song is an apology of sorts. Although the song was ultimately discarded, the line It’s too late to turn back, here we go got written into “Talent Show.”

Key lyric: Predicting a delay on landing / Well I predict we’ll have a drink / Lost my money on the first hand / Got burned on a big fat king

-Jim Lenahan

60. Shut Up (Sorry Ma, Forgot to Take Out the Trash)

Introvert Paul goes off on schmoozing and bandleader Paul goes off on critics, all in the same 83-second song. Check out the dueling riffs – even Tommy gets one! — that prove the second verse wrong. The speed, hooks, skill and humor demonstrated in songs like this one are what made the early Replacements a treasure.

Key lyric: Well Tommy’s too young, Bobby’s too drunk, I only shout one note, Chris needs a watch to keep time

-B.J. Bonin

59. Tommy Gets his Tonsils Out (Let it Be)

One of the band’s funniest songs, with the chipper “Hey, Susie – I’ve been in the hospital” intro and the portrait of a doctor more concerned with his golf game than Tommy’s sedation (or, for that matter, his own hygiene). Snarky verses followed by the “rip rip” chorus make for an infectious raver, but somehow, it all just trails off into a lifeless ending. What the hell, boys?

Key Lyric: Get this over with / I tee off in an hour / Didn’t wash up / yesterday I took a shower

-Will Pfeifer

58. Shiftless When Idle (Sorry Ma, Forgot to Take Out the Trash)

Right from the beginning, Paul loved some wordplay. Few titles were more perfect than this one—from a guy who didn’t drive, no less. The song is about the need to rock. And the driving music, plus Bob’s killer guitar work, make this track anything but boring. But it also sums up the youthful ‘80s pretty well: As much as anything, the true enemy was stagnation, waiting for something that may never happen and struggling to fill the time.

Key lyric: I ain’t got no idols / I ain’t got much taste / I’m shiftless when I’m idle / I got time to waste

-Jim Lenahan

57. If Only You Were Lonely (Sorry Ma, Forgot to Take Out the Trash expanded edition)

The B-side to first single “I’m in Trouble” displays the Replacements’ dichotomy from the get-go: You start with Attitude Paul, then you get Sensitive Paul. This country-tinged acoustic tune is the ultimate in barroom sad-sackness. He drinks to excess and pines for a woman he can’t approach, with faint hopes of dragging her down to his level. Hank Williams for the alt-rock era.

Key lyric: I broke the seal on my door / And I poured myself to bed / The whirlpool spinning around in my head / There was liquor on my breath / You were on my mind

-Jim Lenahan

56. Lovelines (Hootenanny)

More impish humor that contributes perfectly to this album’s slapdash style. Got no lyrics for this tune? Just grab some local page and start reading the personals. Done.

Key lyric: Wednesday, October 13th, 1982 / volume 4, number 79

-Patrick Foster

55. I Don’t Know (Pleased to Meet Me)

By the time this album was released in 1987, the Replacements were torn between whether to continue as a ragged collective of devil-may-cares or a serious and disciplined band. This was explicitly represented by the album cover photo depicting a “bohemian” shaking the hand of a “businessman.” The identity crisis is further emphasized in the album’s third track. Opening with Tommy’s cackle, the song is handed off to Paul who asks a series of band-related questions (“Do we give it up?,” “Should we give it hell?,” etc.) with each question answered by a Greek chorus of drunk/stoned “I don’t knows.” Accompanied by some boozy and bluesy saxophone, the song is the band’s inner conflict set to music.

Key lyric: One foot in the door, the other foot in the gutter / The sweet smell that you adore, Yeah I think I’d rather smother

-Mark Neese

54. Go (Stink)

The sonic outlier on the otherwise blistering record Stink, “Go” gives you one of the first looks at the level that Paul’s songwriting would achieve with later standout slower tracks. It doesn’t have his most profound lyrics, but the feeling in the performance is what makes this song so great. At the end of the song, he’s pleading with the female character to:

Go

Go

Go

Go

Go while you can

Go while you can

You can hear the desperation in his voice.

Key lyric: (See above)

-Scott Parks

53. Hangin’ Downtown (Sorry Ma, Forgot to Take Out the Trash)

When the band made the mistake of recasting “Raised in the City” as a stripped-down hardcore song, “Hangin’ Downtown” became the flag-bearer for the sound Peter Jesperson fell in love with on their demo tape. It’s also the harbinger of the sound they’d settle into when they finally tired of chasing Hüsker Dü. This is a rollicking love song to Minneapolis and a vicious anti-lethargy anthem, chock full of blues riffs on speed and Paul yelps.

Key lyric: Bus stop! Bus stop! Bus stop! Bus stop!

-Erik Didriksen

52. Asking Me Lies (Don’t Tell A Soul)

Ask me no questions, and I’ll tell you no lies. Or in the Replacements case, flip it around — Tellin’ you questions, asking me lies — they never really could get it right. This song is a brilliant jumble of gibberish: Swingset police, the rich getting richer, Little Boy Zoo, butterfly train, and a Mexican Bar Mitzvah that last 700 years! Add in a steady beat, back-and-forth vocals in the chorus, what sounds to be some piano and bouncy beat, and you get a song that you just can’t stop singing along to.

Key Lyric: Happy Birthday / Whoever’s birthday it is today / Born yesterday / It’s a wonder you’re still alive

-Bud Verge



Ticket stub image from the collection of Bud Verge

51. Careless (Sorry Ma, Forgot to Take Out the Trash)

Speed kills. The Replacements tear through this like men on fire, and finish two verses and prechoruses, three choruses and a bridge in just over a minute. Bob shreds his way through this one, while Paul sneers, presaging the vocal stylings of Operation Ivy’s Jesse Michaels.

Key lyric: Tell me about the city ordinance / tell me that we’re insubordinate

-Erik Didriksen

50. Shooting Dirty Pool (Pleased to Meet Me)

A smoky pool hall on the verge of violence, the results of too many loudmouth punks sounding off. Pounding drums and shrieking machine-gun guitars supply the menace as Paul turns an impending fight over “spewing dirty lies” into a gang vocal sing-along. Excellent example of alliteration on “spewing.”

Key lyric: Get your money on the table / get your head out of your ass

-Jim Petrillo

49. Hayday (Hootenanny)

Who hasn’t felt the excitement of doing something you’re not supposed to be doing? In this case it’s crashing a party, but it could be anything that turns your crank enough to get through a day, any day, whether you’re a genius or an idiot.

Key lyric: Times ain’t tough, they’re tedious

-B.J. Bonin

48. We’ll Inherit the Earth (Don’t Tell a Soul)

Maybe the closest the boys ever came to a social protest anthem, though in typical Replacements fashion, it’s hard to tell exactly what’s being protested. Pollution? Apathy? The general state of affairs? Whatever the case, it feels refreshingly earnest, and when Paul ups the volume for We can’t hold our tongues / at the top of our lungs, the guy obviously means it. Sadly, the opening lyric, Shocking how nothing shocks anymore seems like it was written this morning, even though it’s over 30 years old.

Key lyric: We’ll inherit the earth, but we don’t want it / It’s been ours since birth, what’cha doin’ on it?

-Will Pfeifer

47. Sadly Beautiful (All Shook Down)

A heartfelt pace-changing track on the Replacements’ last album, pretty much a Paul affair. John Cale is called upon to provide some sentimental string work with his viola. The lyrics show the songwriter’s ability to put himself in the shoes of a mother looking at her child.

Key lyric: Well, you got your father’s hair, and you got your father’s nose / But you got my soul / Sadly, beautiful

-Mike Snider

46. One Wink at a Time (All Shook Down)

The drums sound metronomic, the song seems built around saxophone more than the guitars (acoustic, by the way), and the lyrics feel a bit all over the place. But damn if those opening lines don’t paint a picture that will stick in your head. Memory burn. Also, Paul seems to have upgraded from buses.

Key lyric: The magazine she flips through is that special double issue / smells like perfume / She leaves it on the plane

-Jim Lenahan

45. They’re Blind (Don’t Tell a Soul)

The ability of Paul to see what others don’t and then paint that picture is in full bloom here. Although many fans are horrified by the softness, echo and dozens of other complaints that they can’t see and can’t agree in the production, the song works. It is the tender torture of watching a forlorn love being mishandled and misplaced and hoping against hope but always out of reach. The ‘50s-ish production feel, and a nice guitar solo from Slim, add to the innocence, but ultimate resignation.

Key lyric: They hold you too close to the light / And I see what they only might if they learn / But they’re letting you burn ’cause they’re blind

-Mike Wagner

44. Customer (Sorry Ma, Forgot to Take Out the Trash)

Sir Paul Westerberg’s ode to falling in love with someone you don’t have the courage to ask out on a date. And they might not even acknowledge you even if you did have the backbone. So you end up spending money on a bunch of junk you don’t need from the Stop and Shop. And in the end?

I don’t give a fuck, that’s it.

Key lyric: I’m in love with the girl who works at the store where I’m nothing but a …

-Patrick Foster

43. Red Red Wine (Pleased to Meet Me)

A joyous ode to the grape, a delightful ditty to the tipple. Nestled among the deeper sentiments and gravitas that these Memphis sessions produced, three minutes of “Red Red Wine” still serve as a statement of identity — for Paul and Tommy anyway. I ain’t no connoiseur cat / conno-sewer rat does describe the pair. Or a side of them, at least. A hidden gem.

Key lyric: (See above)

-Patrick Foster

42. Run It (Hootenanny)

A suburban anthem and one of the Hootenanny tracks that coulda been on Stink. The backstory — Chris leading the cops on a high-speed motorbike chase, with Paul on the back — is classic. But the song really captures the magic of just cruising around late into the night. The irony, of course, is that we never needed to run a red light, since we really didn’t have anywhere to go in the first place.

Key lyric: Ain’t no truth / run it

-Patrick Foster

41. We’re Coming Out (Let it Be)

Is there a line that sums up the Replacements better than “one more chance to get it all wrong”? And yet they did so many things so right, including this strangely structured hard rocker — it goes from shredding guitar to piano and finger snaps, then that slow build to a maniacal finish.

Key lyric: One more day anyway / One more chance thrown away

-Jim Lenahan

40. When it Began (All Shook Down)

As poppy as the Replacements get, this vibrant single sounds like pure joy, even if the lyrics send a different message. Here is Paul, on the last Replacements album, the one that was supposed to be his first solo album, saying goodbye to his bandmates while wistfully recalling the good ol’ days. It captures the excitement of falling in love, or the thrill of starting a band, in that time before things got too serious.

Key lyric: And if you say nothing, well, that’s something I’ll understand

-Jim Lenahan

39. Dope Smokin’ Moron (Stink)

We’re a drinking American band. Don’t make me yawn. It’s a 10 out of 10.

Key lyric: Hey Merle, I was wonderin’ / if ya had any ‘ludes on ya?

-Patrick Foster

38. Someone Take The Wheel (All Shook Down)

Through road trip imagery, this song conjures up a general lack of direction, which was fitting considering the circumstances surrounding this album’s release. We know now that Paul had the wheel and was driving somewhere that didn’t include the band anymore.

Key lyric: Rip out the table / We need room to move

-Phil Ingrassia

37. Gary’s Got A Boner (Let it Be)

Telling it like it is. The Replacements were the kind of band who laughed at the absurdity of human existence as much as they rebelled against its conventions. Which means they were able to stick a couplet like Gary’s got a soft-on / But not for long, long, long, long into a jam about horniness. If nothing else, this tune makes a nice bookend to “Tommy Gets His Tonsils Out.”

Key lyric: (See above)

-Patrick Foster

36. God Damn Job (Stink)

We all needed one. Not happy about it, but having enough extra cash to buy two slices from Athens Pizza on lunch break was a good feeling.

Key lyric: I need a god damn job / I need a god damn job / I really need a god damn job / I need a god damn job

-Patrick Foster

35. I’m in Trouble (Sorry Ma, Forgot to Take Out the Trash)

The band’s first single jumps out of the speakers with guitar-bass-drums that sound more classic rock than punk. And it immediately establishes Paul as the voice of perpetual romantic fumbling. Even when he gets what he wants, he rejects it: You’re in love, and I’m in trouble.

Key lyric: I tried suicide / that ain’t no fun

-Jim Lenahan

Flyer from a 1983 show. Image from Hardcore Show Flyers

34. Swingin Party (Tim)

Of all the Sensitive Paul songs, this one may be oft-overlooked. But man does it capture our need to fill what’s missing within by using our deficiencies and our fears as crutches. Even a sad party is still a party — BYOL — and that’s better than what’s on the other side of that door. It’s anti-Sinatra, yet it deserves to become a standard.

Key lyric: If being wrong’s a crime, I’m serving forever / If being strong is what you want, then I need help here with this feather

-Jim Lenahan

33. Valentine (Pleased to Meet Me)

From the Wish upon a star that turns into a plane opening line to the way Paul’s voice soars as he returns after the bridge, this one is practically peak Replacements. Maggie and her friends listening to “Valentine” in a 1987 issue of Love and Rockets remains one of the great, little-known pop culture moments.

Key lyric: If you were a pill, I’d take a handful at my will / and I’d knock you back with something sweet and strong

-Will Pfeifer

32. I.O.U. (Pleased to Meet Me)

The story goes that Iggy Pop once signed an autograph to Paul with the line “I owe you nothing.” Paul used the line as the basis for this song, but given the full-on guitar assault on this, the opening track of the first album after the firing of Bob, that lyric could also be read as a kiss-off to the band’s former co-leader. Paul’s in charge now, without apology. Bonus points for the cymbal crashing on the floor at the end.

Key lyric: You’re all wrong, and I’m right

-Jim Lenahan

31. Nobody (All Shook Down)

What’s worse than attending your old flame’s wedding? Regrets don’t get much more painful than this.

Key lyric: You’re still in love with nobody / And I used to be nobody

-Jim Lenahan

30. Treatment Bound (Hootenanny)

The ragtag, freewheeling glory of Hootenanny comes to a queasy close with this life-on-the-road chronicle that was probably pretty close to what is was like riding around in a van with the Replacements in 1983. But Paul infuses the tale with weary details that help the song rise above it’s bare-bones backing, creating a loser’s sing-along.

Key lyric: We’re gettin’ nowhere / quick as we know how

-Patrick Foster

29. Johnny’s Gonna Die (Sorry Ma, Forgot to Take Out the Trash)

The Replacements always wore their influences on their thrift-store sleeves, here overtly so. This song about punk pioneer Johnny Thunders is less tribute than the later “Alex Chilton.” Instead, it’s a cautionary tale of how the rock ’n’ roll lifestyle can hinder, and ultimately kill, artistic output (even as the Replacements themselves would ignore such advice). That the song sounds a bit like Joy Division makes it more haunting. That it fades out with an emotionless series of bye-byes even more so.

Key lyric: In New York City, I guess it’s cool when it’s dark / There’s one sure way Johnny you can leave your mark

-Jim Lenahan

28. Favorite Thing (Let it Be)

Coming right after the chiming pop breakthrough of “I Will Dare,” this absolute gem announced the real beginning of the band’s crucial fourth release. It’s simply perfect, from the burrowing lead riff to the sprightly backbeat. Paul’s hiccuping vocal blurs the line between slur and moan, but the sentiment is as clear as gin: the band’s mastery of the rock ‘n’ roll form is their favorite thing. They play as if their lives depended on it and couldn’t care less if it did.

Key lyric: Yeah I know, I look like hell / I smoke and I drink and I’m feeling swell / Yeah, I hear you think it’s weird / But I don’t give a single shit

-Patrick Foster

27. Hootenanny (Hootenanny)

Some say this album is where the Replacements found their voice. And that voice was saying, “We aren’t afraid to be seen as the fuckups we are.” And so on the lead track, the four members trade instruments and jam out old-school style. The greatness it achieves lies perfectly within the context of the band’s legend.

Key lyric: It’s a hootenanny / It’s a hootenanny

-Jim Lenahan

26. Raised in the City (Sorry Ma, Forgot to Take Out the Trash)

The studio version rocks well enough. But what you really need to hear is the original demo, included on the expanded edition of this album. It really rocks. Really, really rocks. You can visualize the legend in your head: Twin/Tone’s Peter Jesperson pressing play on the unsigned band’s tape, pricking up his ears to the ‘70s-style guitar riffs and the focused energy and thinking: “It’s a hit! Sign this band immediately.” Listening to this demo is hearing the genesis of greatness.

Key lyric: Raised in the city / Raised on beers / She gets rubber / In all four gears

-Jim Lenahan

25. Waitress in the Sky (Tim)

When your reputation’s being a drunken asshole, it’s hard to satirize drunken assholes. Paul wrote this song for his sister (then a Reunion flight attendant, my oh my) as a send-up of every belittling jackass in coach. It’s fun and jaunty and doesn’t overstay its welcome at a lean two minutes. I catch myself whistling it every time I get on an airplane, which means some savvy flight attendant has definitely spit in my food.

Key lyric: Sanitation expert and a maintenance engineer / Garbage man, a janitor and you, my dear

-Erik Didriksen

24. Takin’ A Ride (Sorry Ma! Forgot to Take Out the Trash)

The needle drops on track one of the band’s debut album and you’re hit in the face with an onslaught of youth angst and aggression centered around Paul’s snarling voice and driven by the bass line of 14-year-old Tommy. This song could have been the soundtrack to many a Midwestern teenager’s Saturday night. A brilliant way to kick off the ride that would be the Replacements’ career.

Key lyric: Going real fast, hanging out the window / Drinking in the back seat, half the bottle / The light was green, so was I / The radio’s blasting, turn that shit off

-Scott Parks

23. Never Mind (Pleased to Meet Me)

Unlike some of the other songs on this album, “Never Mind” kept the ‘Mats in the garage. This Side 2 opener is a no-frills guitar-bass-drums rocker that could have been recorded in one take. A breakup song? Perhaps. Or is it about the departure of Bob? You can feel the frustration building from beginning to end. The true magic happens around the end of the bridge — that classic guitar jangle builds and returns with Tommy’s thumping bass notes and Paul yelling “Never mind!” Do your eyes also roll back in your head when you hear it?

Key lyric: The words I thought I brought I left behind

-Kevin Goff

And then there were three: Back cover of Pleased to Meet Me

22. Take Me Down to the Hospital (Hootenanny)

What made the ‘Mats so lovable, so relatable, is all right here. Most rock ‘n’ rollers want to be taken down to some iconic place like Memphis or New Orleans. Paul just needs some medical attention. Why? Because he’s already used eight of his lives.

Key lyric: Oww!

-Patrick Foster

21. Little Mascara (Tim)

A searing breakup song, driven by screaming guitars, that clearly sees what we can’t through our soggy eyes. We may love for the wrong reasons and cling to that person because the thought otherwise is too painful. Yet when it’s over, what did we lose, really?

Key lyric: For the kids, you stay together / You nap ‘em and you slap ‘em in a highchair

-Jim Lenahan

20. Talent Show (Don’t Tell A Soul)

This boisterous song kicked off the band’s penultimate 1989 album, which for many fans marked the beginning of the band’s end. The track gives a wink and a nod to the quartet’s unappreciated and haphazard career. At one point it sounds like it will go off the rails — as some of the band’s live shows famously did — but everyone reconvenes for the finish.

Key lyric: Well, we got our guitars and we got thumb picks, and we go on after some lip-sync chicks

-Mike Snider

19. I’ll Be You (Don’t Tell a Soul)

After the delirious heights of Pleased to Meet Me, the band stepped back and cooled down for Don’t Tell a Soul, but that doesn’t mean they didn’t deliver some great songs. Take this one: snappy lyrics, interesting tempo changes and a laid-back, confident vibe that manages to hide the fact that the band was falling apart behind the scenes. If only all pop songs could be this much fun.

Key lyric: And if I could purge my soul perhaps / for the imminent collapse

-Will Pfeifer

18. Hold my Life (Tim)

By the time Tim was recorded in the summer of 1985, the writing was on the wall that Bob wouldn’t be in the band he founded for much longer. At this point, Paul surely knew there was no turning back — he was and would always be a professional musician and the ‘Mats were now his: his responsibility, his greatest achievement, his biggest burden. There was a lot to live up to, and he was increasingly turning to larger quantities of liquor to keep his thoughts in line. Those realities cast Tim’s opener in a stark light. It’s the most vulnerable, touching song he had come up with so far. Time for decisions to be made. Indeed.

Key lyric: Hold my life / Until I’m ready to use it / Hold my life / Because I just might lose it

-Patrick Foster

17. Sixteen Blue (Let it Be)

A love letter from Paul to Tommy, a kid in an adult world. It’s more fantasy than anything, Paul perhaps imaging what Tommy’s life might have been like had he been able to experience normal teenage struggles. By the time Tommy was 16, he was much older than that. A sad beauty lives within these bars, the musical and other kind.

Key lyric: Your age is the hardest age / Everything drags and drags / You’re looking funny / You ain’t laughing, are you?

-Jim Lenahan

16. Androgynous (Let it Be)

Decades before phrases like LGBT and discussion of genre roles went mainstream, Paul composed this piano hymn to acceptance. Bob was known to play gigs in a wedding dress and in later years, the band would occasionally appear in drag on stage. But at the heart of this affecting tune is love without condition. It’s another key piece of the astonishingly varied range of styles Let It Be touches on.

Key lyric: And she don’t need advice that’ll center her / She’s happy with the way she looks / She’s happy with her gender

-Patrick Foster

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15. The Ledge (Pleased to Meet Me)

The Replacements go a little heavy with a song about about suicide, written from the point of view of a lost young man about to jump. He notices the cold wind, coffee and donuts, a kneeling priest, a policeman reaching out to save him. Now people are paying attention to him. The song is driven by Paul’s killer guitar riffs and solo, with the bridge building tension as the boy decides what to do. This song just makes me want to drive fast through the rural country roads of western Massachussetts as I did so often back in ‘87.

Key lyric: I’m the boy they can’t ignore / For the first time in my life, I’m sure. / All the love sent up high to pledge / Won’t reach the ledge.

-Bud Verge

14. Kids Don’t Follow (Stink)

An “answer song” of sorts to U2’s “I Will Follow.” Loud, fast, defiant, yet still hooky. Peter Jesperson couldn’t wait to capture it in the studio, and so an EP was rushed into production. A battle cry for a generation, rejecting societal expectations, while lashing out at perhaps the most polite police officers you’ll ever encounter.

Key lyric: Kids don’t follow what you’re doin’ / In my face and out my ear / Kids won’t follow what you’re sayin’ / We can’t hear

-Jim Lenahan

13. Achin’ to Be (Don’t Tell a Soul)

One of the best ballads the band ever recorded. The video for the song shows Paul in full singer-songwriter mode, strumming an acoustic guitar, with the rest of the band taking a back seat. To hammer home the Dylan references, there’s a harmonica solo! This should have been a hit and is one of the Replacements songs you’ll hear from time to time in restaurants and grocery stores.

Key lyric: She opens her mouth to speak and what comes out’s a mystery / Thought about, not understood / She’s achin’ to be

-Phil Ingrassia

12. Within Your Reach (Hootenanny)

It took awhile for Paul to shed his jokey, juvenile ways, but this is a flash of mature brilliance amid that early shagginess and rage. He played all the instruments — including a very ’80s synth — on an extremely personal tune about being lonely and stuck in place.

Key lyric: Cold without so much / Can die without a dream / Live without your touch / I’ll die within your reach

-Thomas Nord

11. Kiss Me On The Bus ( Tim)

This song always struck a chord with me because I rode the bus from the suburbs into downtown Minneapolis to work at a hotel every summer for four years. Since Paul doesn’t drive, I am sure he spent hours on the red MTC buses that choked downtown streets in the ‘80s. While I don’t recall taking any dates on the bus, I certainly witnessed some PDA by others. I think this song is about romance aboard a city bus, not a school bus because of the lyric “your tongue, your transfer.” You had to have those paper transfers!

Key lyric: Oh if you knew how I felt now / You wouldn’t act so adult now / Hurry, hurry, here comes my stop

-Phil Ingrassia

10. Skyway (Pleased to Meet Me)

The skyway system in Minneapolis is a wonder. These walkways between buildings can take you all over downtown. You never have to go outside to get snowed on, rained on or breathe the stinky city sewer air that used to waft down Hennepin Avenue. This song of unrequited love near the end of the record is a testament to the divide between office workers who take the skyway and lowly service workers (like me in the ‘80s) down at street level.

Key lyric: At night I lie awake / Wonderin’ if I’ll sleep / Wonderin’ if we’ll meet out in the street

-Phil Ingrassia

9. Color me Impressed (Hootenanny)

Chris tends to be the forgotten Replacement, overshadowed by the mania of Bob, the youth of Tommy and the presence of Paul, but his drums were a key ingredient of the band’s distinctive sound. His playing drives this song forward incessantly, so the shuddering break that arrives at the 1:37 mark is all the more impressive.

Key lyric: Put the party on the mirror / Oh, shit, pass the bill to Chris / Intoxicated love ending our French kiss

-Will Pfeifer

8. Here Comes a Regular (Tim)

Regret has never sounded so, well, sadly beautiful. A guy who’s wasted his life looks back, sighs wistfully, and orders another drink. Listening to this as a college student in the ‘80s, you think it’s the saddest song you’ve ever heard. Thirty-plus years later, with some serious life under your belt, you realize it might be the saddest song ever written. There’s a moment near the end when the bar closes and chimes are heard that never fails to send chills up my spine.

Key lyric: You’re like a picture on a fridge that’s never stocked with food / I used to live at home, now I stay at the house

-Will Pfeifer

7. Unsatisfied (Let it Be)

Has anyone ever stated so clearly, so plainly what it is just to be human? Look me in the eye, then tell me that I’m satisfied, Paul howls as Bob’s guitar wails. There isn’t much to this song lyrically, none of the trademark turns of phrase; they aren’t needed. This song succeeds on feeling over poetry. It’s raw emotion captured on tape — no gloss, no sheen, no mask, no pretense. A beautiful 12-string guitar lifts us up, then the weight of life brings us quickly back to earth. Sometimes we love pop music because it provides escape, sometimes because it reminds us, for good or bad – often bad – who we are. We are all unsatisfied.

Key lyric: Everything you dream of is right in front of you / And everything is a lie

-Jim Lenahan

6. Answering Machine (Let it Be)

Paul veered wildly between insouciance and ennui, and this one really gets into some sad bastard territory. It’s a conversation between a man and machine, on the other end someone who may or may not be there, who may or may not be making a conscious choice not to pick up the phone.

Key lyric: How do you say good night to an answering machine?

-Thomas Nord

5. Alex Chilton (Pleased to Meet Me)

This tribute to former the Box Tops singer, Big Star cult legend and influential screw-up may be the most purely fun song the Replacements ever recorded. The lyrics are catchy as hell, the tune zips right along and there are plenty of fun surprises, like the moment when Paul sings If he died in Memphis, that’d be cool and someone yells “Hey!” Everyone seems to be having a genuine blast, and you, the listener, can’t help but join in.

Key lyric: Cerebral rape and pillage in the village of his choice / Invisible man can be seen in a visible voice

-Will Pfeifer

Alex, looking very Paul on the cover of Bach’s Bottom, 1981.

4. Can’t Hardly Wait (Pleased to Meet Me)

A top-shelf Mats song that should be near the top of everyone’s list. It comes in with an appealing guitar riff that’s later echoed by the horns. Yes, the horns! It seems like it shouldn’t work, but it does, gloriously. Chris injects some swing into his beat, Tommy’s holding down the bass, and Paul is yearning for a glimpse of home with his usual wry humor.

Key lyric: I’ll be home when I’m sleeping / I can’t hardly wait

-Justin Steiner

3. I Will Dare (Let It Be)

This is the first Replacements song on the first Replacements album that I owned, so it will always have a special resonance. Peter Buck of R.E.M. sits in on this jangly track. Paul said the band wanted to be “a little more sincere” on their third LP, signaling, perhaps, that they were starting to get worn out from all the slam and bam. That newfound introspection is evident in this tune about a bedraggled and besotted soul looking for someone to go out on a limb with him. It’s a theme Paul would go back to again, but never as perfectly as this.

Key lyric: Meet me anyplace or anywhere or anytime / Now I don’t care, meet me tonight / If you will dare, I will dare

-Thomas Nord

2. Left of the Dial (Tim)

For a brief spell, college radio was everything if you were a certain kind of fan or certain kind of band. The Replacements and Hüsker Dü might have died off as Twin Cities curiosities but for the student DJs who sent their music out into the airwaves, over and around the gatekeepers of the mainstream. A love song to both a woman and to place in time, “Left of the Dial” puts you in the van with the Replacements as they drove from campus to campus, desperately twisting the knob in hopes of hearing their song on the radio.

Key lyric: And if I don’t see ya, in a long, long while / I’ll try to find you left of the dial

-Thomas Nord

1. Bastards of Young (Tim)

The opening power chord riff, a classic rock scream, that first verse: God, what a mess on the ladder of success / when you take one step and miss the whole first rung / Dreams unfulfilled / graduate unskilled / It beats pickin’ cotton and waiting to be forgotten. And that’s just in the first 35 seconds. From there it goes into a fist-pumping anthemic chorus (same melody as that opening riff, rock opera-style). Youthful alienation, hand-written for Generation X (crash that baby boom). And then there’s that third verse (see key lyric below), which is eerily prescient — or maybe Paul had a vision of how it all might turn out. Either way, it’s a masterwork, a song that hits you in the gut, quickly moves to your head and then occupies space in both for the rest of your life.

Key lyric: The ones who love us best are the ones we’ll lay to rest / And visit their graves on holidays at best / The ones who love us least are the ones we’ll die to please / If it’s any consolation, I don’t begin to understand them

-Jim Lenahan and Patrick Foster

NOW CHECK OUT OUR RANKING OF EVERY SONG THE REPLACEMENTS COVERED.