Pittsburgh's independent music source
Play Live Radio
Next Up:
0:00 0:00
Available On Air Stations

All Songs By The Replacements, Ranked

The Replacements are in Pittsburgh for a concert tonight (note: the concert was sadly postponed and then later canceled), so it’s a great time for us here at WYEP to do a career retrospective of the band. However, instead of playing a handful of songs on the air or looking back at a cross-section of the legendary Minneapolis group’s music, we decided to do a ranked list of every single officially-released song by the band.

All of the bonus cuts on their album reissues make their complete discography messier than it should be (not that I’m complaining; more music is always a good thing). But it makes sorting through the group’s official material tricky. Hopefully, we correctly identified all of the different Replacements songs released in 149 songs listed below. The only songs excluded were any that were released solely on the official bootleg When the Shit Hits the Fans.

For ranking, we had input from a handful of WYEP DJs (who are also big Replacements fans) and a couple of friends who are also fans. These folks were asked to grade all of the songs on a set scale, and then the grades were merged together. This is very subjective stuff here, and though we tried to reduce the individual taste factor by spreading it out among a handful of people, your mileage will certainly vary.

Additionally, the commentary for each song was written by me and me alone. So the opinions expressed and the occasional first-person recollections can be attributed to (or blamed on) yours truly. If you find any factual errors, please submit a response at the bottom of the page. Also, if you know of any anecdotes associated with the making of any song not included below, submit a link to the source of the anecdote as well.

OK. It’s too late to turn back, here we go!

149. “Basement Jam” (Sorry Ma, Forgot to Take Out the Trash [reissue bonus track]) – An apparently ad-libbed jam, so titled since it was recorded in the Stinson family cellar, with Westerberg producing lines like “you are so cute, and I know you are a boot” over a very simple bluesy riffs. It’s interesting to hear Westerberg’s thought process at work, setting up with “Come on honey, we’ll lie on the sofa/watching TV” and then singing “Getting Veeeeee”–holding the “V”–obviously implying the logical rhyming resolution of “V.D.,” but instead changing it to “V.W.” Of interest to hardcore fans only.

148. “Staples in Her Stomach” (Stink [re-issue bonus track]) – Straight ahead punk attack. Not memorable.

147. “Like You” (Sorry Ma, Forgot to Take Out the Trash [reissue bonus track]) – He sorta likes you. You crave a real friend, but he craves a pizza. He’s not the sensitive boyfriend type that later Westerberg songs suggest, but what this song lacks in tender romance it makes up for in energy.

146. “Radio Hook Word Hit” (Songs for Slim) – Although this Slim Dunlap cover (originally from Dunlap’s 1996 solo album Times Like This) was released under The Replacements’ banner on the Songs for Slim benefit EP, this one is a Chris Mars solo recording. Not bad, especially for a guy who has basically abandoned music entirely in favor of his pursuits as a freaky painter.

145. “The Ledge” (Pleased to Meet Me) – The song starts off, appropriately, with some of the most ominous guitar of the band’s career. But then the song quickly unfolds as an overwrought parody of what others might think a Replacements song sounds like: maudlin, clumsy turns-of-phrase, ham-handed emotions. It’s almost as if Westerberg was doing a study in tortured lyric construction: “A girl…is trying to be reached on the phone”? “All the love sent up high to pledge”? And that ridiculous “leeeeeeddddddggge” dissolving into echo at the end of the lyrics–anyone who asserts this song is “powerful” (as some critics have; David Fricke of Rolling Stone, I’m looking in your direction) has to account for the rather cartoony sonic method that the band dispatches its protagonist. As melodramatic as an afterschool special. Westerberg’s guitar soloing, however, is the best case to be made for this song.

144. “Ain’t No Crime” (Hootenanny [reissue bonus track]) – An urgent, ominous outtake that’s not very well fleshed out, and a little repetitive. Could have been something with more work.

143. “Rock Around the Clock” (Stink [re-issue bonus track]) – This punky cover of the Bill Haley rock & roll classic is a lark, but probably for fans only.

142. “Everything’s Coming Up Roses” (Songs for Slim) – Despite the somber raison d’etre for the Songs for Slim EP, Paul Westerberg and Tommy Stinson sure sound like they were having a good time on the songs. Covering Ethel Merman’s show-stopper from the musical Gypsy? Really? But the song works pretty well, even if it sounds more like Westerberg’s solo work than a Replacements song.

141. “Dose of Thunder” (Tim) – On this song, Westerberg recorded the sounds of the band marching on a concrete floor. The producer, Tommy Erdelyi (a.k.a., Tommy Ramone), wanted it mixed down. “It’ll sound like a Slade song,” he reportedly protested. Westerberg’s answer: “That’s what it’s supposed to sound like!” Westerberg later admitted to hating this song, although the rest of the band loved it. “‘Cause it was like Ted Nugent or something,” he explained. Westerberg had a point. Not their best work.

140. “Get Lost” (Sorry Ma, Forgot to Take Out the Trash [reissue bonus track]) – A rocker that’s forceful when playing but doesn’t quite stay in memory when it’s done.

139. “Gary’s Got a Boner” (Let It Be) – A blast of heavy rock with puerile lyrics. Scores an extra point for using the joke noun phrase “soft-on.” Fortunately, the band knew enough to stop there; they considered naming the album Get a Soft On instead of Let It Be. That would have been disappointing.

138. “Gudbuy t’Jane” (All Shook Down [reissue bonus track]) – A drunken-ish singalong of a Slade cover. Fun.

137. “Lost Highway” (Songs for Slim) – A pretty good take on the Leon Payne composition best known from the 1949 Hank Williams recording of it. It was clear that the band was enjoying their performance; if anything, it sounded like they were having a little too much fun for this tale of woe and regret.

136. “Oh Baby” (Sorry Ma, Forgot to Take Out the Trash [reissue bonus track]) – It sounds like a sped-up, punked-up cover of some ’50s rock ‘n’ roll fare, but it’s an original. More juvenile innuendo, though.

135. “Who Knows” (All for Nothing/Nothing for All) – One can see why this song was left on the cutting-room floor when All Shook Down was assembled. The lyrics are a little labored, although the guitar parts are pretty enjoyable and the vocal harmonies at the end are a nice touch. Maybe if this was sung by an arena rock singer (think, maybe, Eddie Vedder) it would take on an exaggerated importance and sound important enough to work.

134. “Get on the Stick” (Sorry Ma, Forgot to Take Out the Trash [reissue bonus track]) – Manic-tempo rocker using double-entendres, like the title phrases and “All hands on deck, walk around/You can walk my plank.” It easy to see why this didn’t make the cut for the debut album.

133. “You Ain’t Gotta Dance” (Sorry Ma, Forgot to Take Out the Trash [reissue bonus track]) – A rough recording of this song which showed Westerberg’s early maturity, despite his frequent forays into dumbed-down subject matter in those early years. “Rock and roll used to make you quiver a long, long time ago” is a great line.

132. “Bad Worker” (Hootenanny [reissue bonus track]) – A bluesy solo Westerberg song with a definite Rolling Stones influence “I give you minimum effort for a minimum wage,” he sings in the song’s best line. A worthy idea that deserved a little more rewriting.

131. “Shape Up” (Sorry Ma, Forgot to Take Out the Trash [reissue bonus track]) – One of the songs from The Replacements original demo tape. The story goes that after he gave the tape to their future manager, Peter Jesperson, Westerberg eavesdropped outside his office window to gather intelligence about the reaction to the band’s music. The young musician was so nervous about what Jesperson would think, however, that he gave up and fled.

130. “Junior’s Got a Gun” (Hootenanny [reissue bonus track]) – Another hoarse-voice punk song that didn’t make the cut for the Hootenanny album. Tommy Stinson’s bass playing holds it all together.

129. “Don’t Turn Me Down” (Sorry Ma, Forgot to Take Out the Trash [reissue bonus track]) – This one was a song from the original home demo that helped get them signed to Twin/Tone records. Unlike the flat-out punk of their other very early material, there were intriguing elements of mainstream ’70s rock that helped to set them apart and foreshadowed some of the band’s later evolution.

128. “Ought To Get Love” (Don’t Sell or Buy. It’s Crap [promo EP]) – A enjoyable Rolling Stone-style rocker with a seemingly unfinished third verse. Decent but certainly not essential. Included as a bonus track on the All Shook Down reissue, but recorded during the Don’t Tell a Soul sessions.

127. “Tiny Paper Plane” (All Shook Down [reissue bonus track]) – An endearing out-of-tune demo about a person using artifacts of a former relationship as paper planes or doorstops. Kernels of an idea but not very fleshed out.

126. “Kissin’ In Action” (Don’t Sell or Buy. It’s Crap [promo EP]) – This All Shook Down-era demo sounds like it could have been given to any number of mainstream rock bands to cover. A little on the glammy side, but whether that’s a good thing or a bad thing depends on the listener.

125. “Kick It In” (Pleased to Meet Me [reissue bonus track]) – An anti-TV diatribe that’s likely of interest to hardcore fans only.

124. “You’re Getting Married” (Stink [re-issue bonus track]) – A roughly recorded lament that a friend (or something more?) is tying the knot. A pretty interesting, if not fully-formed song.

123. “Photo” (Pleased to Meet Me [reissue bonus track]) – A song recorded as a demo prior to the firing of Bob Stinson and the recording of Pleased to Meet Me. The song had been variously known by fans as “P.O. Box” or “Empty As Your Heart” before it was officially released under its correct name. It’s a song about being sick of the dating scene and using a classified ad to try to find someone. The song needed a little bit of polish for it to really work, but it has some nice Bob Stinson guitar.

122. “Like a Rolling Pin” (Don’t Sell or Buy. It’s Crap [promo EP]) – The story goes that The Replacements were recording where Bob Dylan was working in a neighboring studio. They both knew the other was nearby, so at some point The Replacements began doing an ad-libbed parody of “Like a Rolling Stone.” Unbeknownst to Westerberg, who had his back to the control room, Dylan had chosen that particular moment to pop in and check out the fellow Minnesotans at work. The producer, Scott Litt, later recalled that after their “Like a Rolling Pin,” Dylan merely mumbled, “You guys rehearse much?,” and departed.

121. “All He Wants to Do Is Fish” (All for Nothing/Nothing for All) – A completely tongue-in-cheek ditty recorded during the Pleased to Meet Me era that sounds fairly out-of-character for the band. Maybe it’s because the band’s other jokey songs sound drunk-at-3-AM funny, and this one sounds more like a polished vaudeville novelty song.

120. “Darlin’ One” (Don’t Tell a Soul) – The album-closer from Don’t Tell a Soul credited to the entire band and with lyrics that sound like someone was playing some Dungeons & Dragons before writing it (“your snow-white breast”? “five-hundred midnights now have passed”? seriously?). The verses sound like a march by The Alarm, minus the anthemic quality. Much of the rest of the song sounds like the big guitar sound, arena-ready rock band that either the band or the record label envisioned The Replacements to be during the making of this album.

119. “Lay It Down Clown” (Tim) – A blistering rocker that sounds like Westerberg angrily cautioning himself about his excesses. “The only exercise you ever get is the shakes,” he barks out at one point. A catchy chorus, appealing energy, and a good off-kilter piano solo.

118. “Fuck School” (Stink) – Dropping the F-bomb on one’s school 30 times in a minute and a half may be cathartic, but it’s also a little juvenile.

117. “Lookin’ for Ya” (Hootenanny [reissue bonus track]) – Originally recorded for a 1982 compilation album called Trackin’ Up The North (which also included other Minnesota bands, like Peter Himmelman’s early group Sussman Lawrence), this song had a vocal that could have come straight off Sorry Ma. This early song (Bob Stinson later recalled it being the first song that the four band members ever played together) was eventually reworked into “Love Lines” on Hootenanny. A decent throwaway.

116. “Hey, Good Lookin’” (B-side to “I Will Dare”) – This Hank Williams cover, later included as a bonus track on the Stink EP reissue, is raucous good fun.

115. “Pool & Dive” (Don’t You Know Who I Think I Was?) – An effective song from the long-awaited 2006 reunion of the surviving original members of the band for two songs for a greatest hits package. That Mars only sang and wasn’t behind the drumkit barely mattered. It was exciting to have new music, even if this one was a good but not great rocker.

114. “Busted Up” (Songs for Slim) – It was great to get some new material from The Replacements in 2013, but unfortunate that it was a benefit for latter-era guitarist Slim Dunlap who had suffered a debilitating stroke in 2012. That is, it was for a good cause, but a bummer that it was necessary at all. This song was a Slim Dunlap original (originally from his 1993 solo album The Old New Me), rendered a little less bluesy by Paul Westerberg and Tommy Stinson (along with guitarist Kevin Bowe and drummer Peter Anderson).

113. “A Toe Needs a Shoe” (Sorry Ma, Forgot to Take Out the Trash [reissue bonus track]) – This instrumental is the only released Replacements song credited solely to Bob Stinson. An enjoyable guitar workout.

112. “Till We’re Nude” (All for Nothing/Nothing for All) – This Pleased to Meet Me outtake doesn’t feel finished, with all of the non-verbal vocalizations, but it could have been a good lustful rocker. “Firetruck is everything,” indeed.

111. “Cool Water” (B-side to “Can’t Hardly Wait”) – Originally released as the B-side to “Can’t Hardly Wait,” this slow-tempo, twangy song was a cover of the cowboy vocal group that once had Roy Rogers as a member, Sons of the Pioneers. Performed seriously, with Chris Mars on the lead vocal. Enjoyable, although not essential.

110. “Election Day” (The Replacements EP) – This song is mostly an excuse for some guitar soloing and vocal moaning. The lyrics feel barely more than a skeleton and are summed up by one pair of lines: “I don’t care who gets elected/’Til I find me one to love.” Loneliness masquerading as political apathy is not unexpected as a theme in a Westerberg composition, but there’s not much clever in the lyrics, not is there enough emotion communicated to rise to the cri de coeur level of an “Unsatisfied” or “Answering Machine.”

109. “You Lose” (Hootenanny) – Fairly run-of-the-mill upbeat rocker made memorable by Westerberg’s vocal intro: “Are we going to record this one?” Music starts. “I see. Well. In that case….” The music on the verses is so much better than the chorus, but I’ll score extra points on this one for Chris Mars’ machine-gun drum fill at about 1:15 in.

108. “Torture” (All Shook Down) – Great little ditty centered around a nifty guitar line and some lyrics that sound like more gussied-up self-flagellation by the songwriter.

107. “The Last” (All Shook Down) – A piano-led ballad to close out the Replacements recorded output for the next 16 years. The song, with lines like “You’d ask that this one be your last/’Cause this one child is killing you,” could easily be about love, the band, or drinking. Westerberg acknowledged in a later interview that it was all three of those options that were the inspiration for the lyrics. It’s not a grandiose statement like “The End” by The Beatles, but it serves as an effective final curtain.

106. “Willpower” (Hootenanny) – Combine the lonesome echo of the earlier “Go” and the dread of the later song “The Ledge,” and that about sums up the sound of this one. The lyrics suggest a person a few beers past reasonableness trying to talk himself out of driving drunk over a whirl of disorienting guitars.

105. “We’ll Inherit the Earth” (Don’t Tell a Soul) – This song, the one that gives the Don’t Tell a Soul album its title, is frustrating because it has promise but never really fulfills it. The chorus pairs up a great Westerberg line “We’ll inherit the earth, but we don’t want it” with the subpar follow-up, “It’s been ours since birth, what’cha doin’ on it?” Whether due to laziness or a lack of inspiration, I can’t tell. The only part of the song that distinguishes itself is the fiery instrumental break halfway through and then the echo-drenched verse immediately following.

104. “Bent Out of Shape” (All Shook Down) – A rocker from the band’s final album. It’s perfectly serviceable, but apart from the concluding guitar solo, it’s not memorable.

103. “Black Diamond” (Let It Be) – A cover of the 1974 Kiss song that begins with the same kind of ominous guitar that they would later use on their own “The Ledge.” According the album liner notes, Westerberg and Tommy Stinson sang harmony vocals, but self-deprecatingly added a “sic” after the word harmony. This was the first cover song the band included on a regular album (if you discount “Mr. Whirly”). Although the cover was fairly effective, it was not universally appreciated; reportedly, Gene Simmons walked out of a Replacements concerts in New York after the band began playing it.

102. “Wake Up” (All for Nothing/Nothing for All) – After Pleased to Meet Me, with Bob Stinson fired and Slim Dunlap now the lead guitarist for the band, they began recording their follow-up in Woodstock, NY. After making an album’s worth of music, it was all scrapped and they started over recording in Los Angeles. This is one of the few songs from those Woodstock sessions to have seen the light of day, and it is certainly worlds apart from the slickly produced Don’t Tell A Soul. It sounds much more like early hardcore-sound Replacements.

101. “Tossin’ n’ Turnin’” (Pleased to Meet Me [reissue bonus track]) – This outtake was a sorta cover of the 1961 chart-topper recorded by Bobby Lewis. They start off fairly faithful, but then quickly begin ad-libbing absurdisms and weaving in stream-of-consciousness bits of other songs. Fun for the more dedicated fans of the band.

100. “Satellite” (Don’t Sell or Buy. It’s Crap [promo EP]) – This Tommy Stinson composition about getting a satellite dish to see someone he couldn’t easily see via broadcast TV is a generally good rocker with a nice hook. Much more straightforward lyrics than your average Westerberg-penned tune, but your mileage may vary as to whether that’s good or bad.

99. “Asking Me Lies” (Don’t Tell a Soul) – There a section in the song where Westerberg sings, “At a Mexican Bar Mitzvah for seven hundred years, the selfish pray you’re gonna drive right by.” Nothing wrong with those lines, but the combination of harmony on the phrase “Mexican Bar Mitzvah” and a “whoo!” after “drive right by” underscores just how much more mainstream the approach to recording and arranging these songs was. I’m not going to say that those elements make the song sound more like a Bon Jovi album than Let It Be, but I wouldn’t dismiss such an assertion out of hand.

98. “Attitude” (All Shook Down) – An ode to increasing maturity, performed in a low-key style. This was the only song on the band’s final album that featured all four members (Westerberg, Mars, Tommy Stinson, and Dunlap). Good fun.

97. “God Damn Job” (Stink) – Perhaps an exercise to see how many times Westerberg could use “god damn” in a minute and fifteen seconds of punk exclamation. Twenty-five, in case you were wondering–or once every three seconds on average.

96. “Happy Town” (All Shook Down) – It’s a catchy, vaguely Rolling Stones-esque pop-rocker with jingle bells in the beginning and a fun organ solo in the middle. A classic Westerberg “deflation” lyric opens the song: “The plan was to sweep the world off its feet/So you sweep the garage for the neighbors to see.” Who knows whether the people are really happy in Happy Town?

95. “Beer for Breakfast” (All for Nothing/Nothing for All) – This Pleased to Meet Me outtake proclaims a desire to, well, drink beer for breakfast over a stop-and-go rhythm. “I’m a bum,” the song eventually proclaims. After Pleased came out, Westerberg defended the stripped-down acoustic guitar of the song “Skyway” in an interview by declaring that it’s “better than ‘Beer for Breakfast.’ “

94. “Red Red Wine” (Pleased to Meet Me) – This ode to the joys of very specifically-colored wine must have been written the day after Westerberg composed a masterpiece, because there didn’t seem to be anything left in the tank for it. The singalong chorus is fun, but not Westerberg’s best work.

93. “Shiftless When Idle” (Sorry Ma, Forgot to Take Out the Trash) – This one was from the band’s first recording session for Twin/Tone Records made on July 21, 1980, so it helped to launch the band’s career. However, Westerberg admitted in the album’s liner notes that the song is mostly an excuse for the title. “Title – good,” he wrote. “Song – kinda.” I’m inclined to agree.

92. “We’re Comin’ Out” (Let It Be) – One of the last hardcore punk tracks made by the band–ironic, as the lyrics proclaim it “one more chance to get it all wrong.” The break in the middle shows their musical restless by segueing into a piano part played by Westerberg over finger-snapping by Westerberg, Mars, and Tommy Stinson.

91. “Rock ‘N’ Roll Ghost” (Don’t Tell a Soul) – Every Replacements album (from Hootenanny on) had to include its introspective ballad, and for Don’t Tell a Soul that song was “Rock ‘N’ Roll Ghost,” a song Westerberg wrote about a friend from his younger day who had committed suicide. It might have been an effective (and affecting) entry in the tradition, except for the layers of synths it was drowned in. It starts off ominous enough with the synthesizer undergirding an acoustic guitar, but then when the weird twangy sounds come in and the echo on Westerberg’s voice starts to fight with the echo on the synths, it all becomes too much of a distraction. The lyrics build up to the revelation that the ghost and the song’s narrator are one and the same, but it simply doesn’t have the impact it should have, had the song been performed more simply, like “Androgynous” or “Here Comes a Regular.”

90. “Route 66” (The Replacements EP) – Originally released on the eponymous EP from 1987, this cover of the standard first recorded in 1946 by Nat King Cole, was not entirely done as screwing around in the studio. It’s a rough-sounding recording but an energetic take on the tune.

89. “My Little Problem” (All Shook Down) – For some reason, this song–a duet with Johnette Napolitano of Concrete Blonde fame–seems to take a lot of heat from fans, but I think it’s kind of fun. Westerberg should do more duets, in my book. And that “I never had a problem” section before the guitar solo sounds like pure Westerberg. You could pick it out of a lineup. The main problem is that it’s a little one-dimensional. It comes out of the gate at near high velocity in intensity and feel and basically stays there the whole song. It could have used some variation.

88. “Mr. Whirly” (Hootenanny) – The writing credit was listed as “mostly stolen.” Accurately, as it turned out, since the intro was from “Strawberry Field Forever” and half of the song’s melody was taken from The Beatles’ “Oh! Darling.” Sounds less like an actual song and more like a audio billboard for one of the band’s classic concerts, with a series of whimsical fits and starts of half-remembered cover songs.

87. “Back to Back” (Don’t Tell a Soul) – The title refers to the opposite of dealing with relationship problems face to face, with a little pistol-duel metaphor thrown in for good measure. A cookie-cutter Westerberg song.

86. “Otto” (Sorry Ma, Forgot to Take Out the Trash) – A manic march that serves mainly as a foundation for Bob Stinson to solo over (“Otto” was a nickname for Bob). It has a psychedelic bridge which turns into a vignette of a romantic impulse spoiled by Otto. It’s all loopy fun, although in classic self-deprecating style, Westerberg wrote in the album’s liner notes that “We ain’t crazy about it either.”

85. “Shooting Dirty Pool” (Pleased to Meet Me) – File this one in the band’s ’70s-style arena rock catalogue. A 14-year-old Luther Dickinson, later of North Mississippi Allstars and The Black Crowes, showed off his burgeoning axe skills by playing the song’s guitar solo (what Westerberg later referred to as the “Van Halen noises”). After Dickinson showed up at the recording studio wearing aftershave, Westerberg wrote the line, “You’re the coolest guy I ever have smelled” about him. Somewhat formulaic but enjoyable none the less.

84. “One Wink at a Time” (All Shook Down) – A nice little tune about air-travel flirting. Steve Berlin (of Los Lobos fame) contributes some nice saxophone which really helps to compensate for the annoyingly insistent snare drum sound through much of the song.

83. “Seen Your Video” (Let It Be) – The band drew a line in the sand in this anti-MTV screed. It’s mostly an instrumental (that occasionally sounds like a sped-up “Sixteen Blue”) and after the words “All day, all night, all music video” are intoned, Westerberg shouts a handful of lyrics declaring videos “phony rock and roll” and that “we don’t want to know.” Westerberg played a little chaotic piano to flesh out the song’s sound.

82. “Cruella De Ville” (Stay Awake: Various Interpretations of Music from Vintage Disney Films) – The only contribution that the band ever made to one of the ubiquitous ’80s/’90s various artists tribute albums, this one was from a 1988 Disney movie song tribute. It works fairly well as a Replacements song, but the best part is hearing the band do a big, showbiz ending.

81. “They’re Blind” (Don’t Tell a Soul) – A song that sounds like it was written for a montage sequence in a coming-of-age movie, probably showing the protagonist walking by himself in the rain. Your feelings for the song are probably dependent upon whether you’re in the mood for that sort of movie.

80. “Perfectly Lethal” (Let It Be [reissue bonus track]) – This outtake would have made a good album track. Nice solo.

79. “Birthday Gal” (All for Nothing/Nothing for All) – It’s a Pleased to Meet Me-era outtake, and it sounds really good but it’s just barely missing some spark to really make it work. Whether the emotion falls slightly flat or it just doesn’t say enough, I’m not sure.

78. “I Won’t” (Don’t Tell a Soul) – Musically, it’s reminiscent of early rock and roll (the line about the “C.O.D.” underscores that Westerberg was in a retro mood while writing). Bluesy harmonica and a series of single piano notes give the song a nice distinctive sound. Lyrically, it’s a bratty refusal to participate in written communications. The song’s narrator won’t even send a love note whether it’s the first love or the hundred-millionth. Just a touch overproduced, but still a good song.

77. “More Cigarettes” (Sorry Ma, Forgot to Take Out the Trash) – Westerberg wrote in the album’s liner notes, “This could have come close to rockabilly, if we had taken the time.” It turned out to be more punky rock instead, but the music had shades of depth in its popcorn bass runs and hints of wordplay in the lyrics. The line “We got cigarettes but ain’t got no matches” turned out to be one of many Westerberg would write over the year that summed up the band’s future commercial prospects: lots of ammo but a lack of ignition, as it were.

76. “Jungle Rock” (All for Nothing/Nothing for All) – A cover of a 1958 rockabilly song by Hank Mizell rendered surprisingly straightforward on this Pleased to Meet Me outtake. The band had recorded a song called “Bundle Up” during their early Pleased demos (with Bob Stinson still in the band), but it was basically a version of “Jungle Rock” with different words.

75. “20th Century Boy” (B-side to “I Will Dare”) – One of the most well-realized explorations of the muscular-guitar ’70s rock that the band loved. Originally released as the B-side to the “I Will Dare” 12″ (later included as a bonus track to the deluxe reissue of Let It Be), this T. Rex cover had Westerberg playing the lead guitar.

74. “Hootenanny” (Hootenanny) – “Hootenanny in E!” Westerberg declared to start this, one of two title cuts on a Replacements album. The off-kilter sound was entirely by design; the band swapped instruments to record the song. The rhythm section (Chris Mars, Tommy Stinson) took over playing the guitars, Bobby Stinson played the bass, and Westerberg sat behind the drum kit. It’s a bit of an odd experiment, like gripping a pen in the wrong hand to write what looks like someone else’s handwriting. Ultimately, the idea is more interesting that the output.

73. “I’m Not Sayin’” (Songs for Slim) – On paper, one would expect that a Replacements cover of a Gordon Lightfoot song would end up a smirking parody, but there’s probably a little more shared musical DNA between Westerberg and Lightfoot that is obvious at first glance. The ‘Mats trade in Gord’s vocal histrionics and shimmering folk guitar for garage-rock urgency, but they keep the song faithful under the hood.

72. “I Hate Music” (Sorry Ma, Forgot to Take Out the Trash) – A fun screamer from the band’s debut. “I hate music, it’s got too many notes,” Westerberg drolly declares. He also namechecks Tommy Stinson in the lyrics, and intros Bob Stinson’s manic guitar solo with a “Bobby!” The song even ends with a tongue-in-cheek coda cliche. Despite the whimsy, Westerberg still manages to drop one pearl of wisdom. Like any self-respecting song griping at the world around it, the lyrics tick off a couple of “hates” in addition to music (e.g., high school, “my father”), but Westerberg is self-aware enough to note that it’s all a phase. “I hate my father,” he sings, “One day I won’t.”

71. “Tommy Gets His Tonsils Out” (Let It Be) – Classic American punk rock: buzzsaw guitars, manic drums, goofball subject matter, and a vicious attack on authority figures. In this case, it’s the doctor who thinks of his patient as a “little snot” and is more concerned about his Cadillac, running and ready to whisk him off to the golf course.

70. “Date to Church” (B-side to “I’ll Be You”) – Tom Waits was one of the backing vocalists on this organ-driven, gospel singalong. A pretty enjoyable song, and one that might have deserved better than B-side status. The writing credit was attributed to a “Reverend Backwash,” a.k.a. one Mr. Paul Westerberg.

69. “Heartbeat – It’s a Lovebeat” (Let It Be [reissue bonus track]) – This song was originally by the teen pop band The DeFranco Family, a major pop hit from 1973. The Replacements version is done with a straight face, but it definitely rocks up the song a lot more. Fun.

68. “Rattlesnake” (Sorry Ma, Forgot to Take Out the Trash) – Hard-driving song with repetitious lyrics from the debut album. About as hardcore punk as the band got. In the album’s liner notes, Westerberg explained that it’s “a song about gardening.”

67. “Take Me Down to the Hospital” (Hootenanny) – This energetic maelstrom dates back to Westerberg first encounter with pleurisy, an inflammation of the lining surrounding the lungs. The song sounds like a cross between a harrowing nightmare and a tongue-in-cheek romp (down to the Beatles’ parody line at the song’s end, “I’ve got blisters on my palms!”), and the tension between revealing a serious event in Westerberg’s personal history and puncturing the seriousness with shouted singalongs and lighthearted references to “slacks” reveals much about Westerberg’s psyche. Although the song was, according to the album’s liner notes, “recorded in the basement,” it sounds great with crisp drums and nice lead guitar fills counterpointing each line of the verses.

66. “Love You Till Friday” (Sorry Ma, Forgot to Take Out the Trash) – When the Sorry Ma album was originally released, it had a sticker on it on it reading “File under: Power Trash.” That’s the genre they (at least jokingly) called their music. This one has some urgent guitars (like a faster “Otto”) over frenzied, echoey drums. Possibly inspired by David Bowie’s 1967 single “Love You Till Tuesday.”

65. “Lovelines” (Hootenanny) – The lyrics were basically read verbatim by Westerberg from classified ads found in the Minneapolis City Pages (hence the writing credit “B. Stinson, C. Mars, P. Westerberg, T. Stinson, C.P. Readers”). That also explains why you can hear the sound of turning pages at the end of the track. The music was jazzy, and the overall impression recalls something by Frank Zappa (especially with the vocal effect during the “Love, Kitten/Oh yeah, oh yeah Kitten/Oh yeah, oh yeah” lines), which is not a direction anyone would have expected prior to the Hootenanny album.

64. “I Bought a Headache” (Sorry Ma, Forgot to Take Out the Trash) – Recorded during their first session for Twin/Tone Records; “We were drunk,” Westerberg explained. The song itself is energetic fluff railing against paying eight and a half bucks to see a concert in a stuffy St. Paul Civic Center thick with marijuana smoke and having to stand for the show. The song draws to a close with Westerberg calling out some mock arena rock stage commentary (“Everybody feel alright?”) and then ends with some dubbed-in applause.

63. “Temptation Eyes” (Let It Be [reissue bonus track]) – This cover of the Grass Roots song isn’t polished, but that gives the song a bit of a different edge. So does replacing the horns with guitars. A much more “serious” cover than most of the ones the band recorded.

62. “Hayday” (Hootenanny) – This song is essentially a few intriguing phrases strung together with variations on saying “hayday.” Not very well fleshed out, but at least finished off with a very definite single guitar note.

61. “Dope Smokin’ Moron” (Stink) – Another fast, loud teenage social critique, this one from the perspective of a straight-edger mocking a pill-popping, booze-drinking peer as ultimately a bore. Was Westerberg the narrator and the subject in the song? Author Michael Azerrad wrote of this one, “His surprisingly thoughtful lyrics made it clear that Westerberg was making a strong bid to become poet laureate of the American teenage wasteland, where suburban kids grew up in the stunning cultural silence following the baby boom, going to vapid arena rock shows, drinking cheap beer, watching too much television, driving nowhere.” Westerberg later used this song as an example of the hardcore-styled songs that the band attempted (when Westerberg made an attempt to imitate Black Flag in his songwriting, although he would also try to laugh off this period by calling it “kind of a joke on the whole thing”) but ultimately was not true to what the Replacements were all about.

60. “Nobody” (All Shook Down) – The instrumentation sounds great on this track. The guitars are very appealing. But the chorus isn’t quite there, and the bridge sounds like the work of a lesser songwriter straining to sound like a Paul Westerberg song.

59. “Stuck in the Middle” (Stink) – A see-saw hardcore song about, among other things, being in the middle of the country. It also rhymes “middle” with “piddle,” so subtract some points for that.

58. “Don’t Ask Why” (Sorry Ma, Forgot to Take Out the Trash) – A breakup shouter from the debut album. Direct and to the point, but with glimpses of the lyrical cleverness that future heartbreak songs would showcase. Westerberg wrote in the album’s liner notes, “Stole a mess of these words from a guy who’s never gonna listen to this record.”

57. “Run It” (Hootenanny) – Yes, blowing through the red light. We get it. The music is the twitchy energy of somebody breaking the law and possibly endangering themselves and others.

56. “Portland” (All for Nothing/Nothing for All) – A nice song featuring prominent 12-string guitar that easily could have been released as a regular album track. Instead, the line from its chorus “It’s too late to turn back, here we go” was clipped out for use in “Talent Show” from Don’t Tell a Soul, and this one became an outtake. In the song’s fade-out, one can hear Westerberg say earnestly, “Portland, we’re sorry.” Legend has it that the band performed an epically bad show in the city in 1987, one that some fans refer to as their worst show ever. Westerberg has referred to the group’s forays into Portland as a curse, and he reportedly also requested that “Portland, we’re sorry” be etched onto the original vinyl pressing of Don’t Tell.

55. “Kick Your Door Down” (Sorry Ma, Forgot to Take Out the Trash) – An energetic, angsty little anthem, marked by fluid lead guitar, drums that sound like they were recorded in the bathroom next door, and Westerberg’s say-it-don’t-spray-it vocals. Westerberg wrote in the album’s liner notes that the song was “written 20 minutes after we recorded it.”

54. “Valentine” (Pleased to Meet Me) – Despite the fact that the opening line cribs almost exactly from a Billy Bragg song, this song turns out to be enjoyable and memorable guitar-pop. Interestingly, even though guitarist Slim Dunlap was brought into the band to replace the fired Bob Stinson too late to play on the Pleased album, he did have an effect on this song. Apparently, Westerberg was not convinced that this song was worthy to include it, but Dunlap successfully lobbied for it.

53. “We Know the Night” (All for Nothing/Nothing for All) – The standard-issue Replacements Album Introspective Ballad™ on Don’t Tell a Soul was “Rock ‘N’ Roll Ghost,” but it arguably should have been this one. Although it could easily function as a soundtrack song to a zombie movie, the lyrics provide a fascinating ping-pong between positive and negative imagery. Essential Westerberg. (Food for thought: like in “Here Comes a Regular,” this song’s narrator seems slightly obsessed with his lawn’s appearance. Discuss.)

52. “Shutup” (Sorry Ma, Forgot to Take Out the Trash) – A raised middle finger to people who bend your ear about their own problems, something we can all identify with from time to time. The best part of the song is the pre-emptive mimicking of those who criticize The Replacements themselves: “Tommy’s too young, Bobby’s too drunk, I can only shout one note/Chris needs a watch to keep time.” A little bratty but definitely fun.

51. “Gimme Noise” (Stink) – They got the asked-for noise in this final track on the Stink EP. Around this time, Westerberg said he tried to be a lot more aggressive in his songwriting, copying hardcore punk band Black Flag. But he realized it wasn’t honest and couldn’t pretend anymore. Although the “give me your glamour” part of the lyrics were intended as a knock on fellow Minneapolis band The Suburbs, there’s really not too much of depth in here. I do have to note that the lead-in to the guitar solo is one of the more entertainingly foul-mouthed such intros on record.

50. “Hangin’ Downtown” (Sorry Ma, Forgot to Take Out the Trash) – This energetic punk-rocker from the debut album debates whether watching the goings-on downtown is better than watching TV or not. Westerberg explained in the album’s liner notes that “We wanted to put car horns over the mistake, but none of us own a car.”

49. “Anywhere’s Better Than Here” (Don’t Tell a Soul) – Peter Jesperson, The Replacement’s manager, has called this song (along with “We’ll Inherit the Earth”) “phony little anthems” that the label was pressuring Westerberg to come up with as another “Bastards of Young.” “Anywhere” even tries to one-up the opening scream from “Bastards.” It’s a big-guitar rocker about (presumably) a woman whose life is a joke and doesn’t know where she’s headed. A concert fist-pumper, but not much more.

48. “All Shook Down” (All Shook Down) – The title cut from the band’s final album is a series of sung phrases for which I’m still looking for a Rosetta stone to interpret. But it sounds great. Westerberg’s vocal is slow, breathy, and slightly distorted–a nice complement to the acoustic guitars and flute.

47. “Customer” (Sorry Ma, Forgot to Take Out the Trash) – The full name of the song, according to the album liner notes, is “(I’m in Love With the Girl That Works At the Store, Nothing But A) Customer.” Amusing, energetic punker about unrequited retail love. Westerberg’s notation on the liner notes on this one: “Make up your own words. I did. Bob’s lead is hotter than a urinary infection.”

46. “Nightclub Jitters” (Pleased to Meet Me) – Westerberg, Mars, and Tommy Stinson performed this song live in the studio, despite it being Stinson’s first time playing an upright bass. His newbie playing of the instrument fit the jittery theme of the song. Coming four songs into the Pleased To Meet Me album, it certainly sent a message that anything could happen sonically on this album. The fine saxophone parts were performed by a 57 year-old blues musician, Edward “Prince Gabe” Kirby, who had played all over Beale Street in Memphis for decades and worked at a dog track as a day job. After his performance on the song, the band clapped for him as he walked into the control room, a sound that was captured on the still-rolling recording tape and was kept in at the end of the track. Kirby died on February 9, 1987–according to Westerberg, it was two days after recording “Nightclub Jitters.”

45. “Raised in the City” (Sorry Ma, Forgot to Take Out the Trash) – This is one of the songs the band recorded on their original demo tape which got the band signed to Twin/Tone Records. Their raw talent is undeniable.

44. “I’ll Buy” (Tim) – Another rocking song that has elements of the Rolling Stones in it, even in Westerberg’s vocal delivery. Distinctive way to end the song, with a clown-horn honk.

43. “Somethin’ to Dü” (Sorry Ma, Forgot to Take Out the Trash) – A thrashy tribute to fellow Minneapolis band Husker Dü. Westerberg wrote in the album’s liner notes, “Song for the Huskers, who have never taken drugs.” Craig Finn, later the frontman for the band The Hold Steady, has used this as an example of how clueless he was when he was younger. “I took that [in the liner notes] to mean that Husker Dü had never taken drugs,” he has been quoted as saying. “That’s how far removed I was from the real thing.”

42. “When It Began” (All Shook Down) – Even though the All Shook Down album began life as a Westerberg solo album, it’s hard not to look at some of the songs on it as being a bit elegiac, in the light of it being the final Replacements album. It’s got the concluding song “The Last,” for one. It also has this wistful look back at the start of a relationship, which can easily be taken as a metaphor for the band: “now it’s nothing like when it began,” “Oh and it was something, when it began.” And then the realization that silence may soon be on the horizon: “I can play you a tune at your command/Ooh, and if you say nothing, then that’s something I’ll understand.” Despite all the implication, it’s easy enough to enjoy the song at face value given its R.E.M.-esque guitars and catchy refrain. As Slim Dunlap once put it, it’s “such a happy, great single, and the words do sum up the feeling of someone looking back on the old days.”

41. “Buck Hill” (Hootenanny) – “Hootenanny” was such a great title for the band’s second full album; the word suggests both a party and a bit of a musical buffet, and the album was certainly both of those things. “Buck Hill” was a perfect example. Mostly instrumental except for a goofy chorus shouting the title and making occasional shouts or cries (lyrics websites are especially amusing on their pages for this song, reading like “Buck Hill! Buck Hill!” or “Buck hill. Hey [Incomprehensible]. Buck hill.”), but the music sounds like an amped-up spaghetti western. In one four-word phrase elsewhere on the album (on “Treatment Bound”), Westerberg summed up why Hootenanny has so much like “Buck Hill” that was miles away from their sound on Sorry Ma: “too bored to thrash.”

40. “Message to the Boys” (Don’t You Know Who I Think I Was?) – From the 2006 reunion of The Replacements’ surviving original members for a greatest hits package, this track was upbeat, fun, energetic, a tiny bit adolescent, and featured a little wistfulness. In other words, it’s all that we might have expected from such a reunion single coming 16 years after their last recorded output under the group name.

39. “Sadly Beautiful” (All Shook Down) – The ballad from the last album was actually written to give away. Someone told Westerberg that singer Marianne Faithfull was looking for material, so he wrote this one to give to her. When it was decided in the studio that the song need a violin, producer Scott Litt told Westerberg he was going to invite John Cale, formerly of the Velvet Underground, to come over and play a part. Westerberg thought it was a joke, so he was shocked when Cale indeed dropped in and played a lovely viola part. Westerberg’s crooning was, by this time, starting to matching his talents as a songwriter.

38. “If Only You Were Lonely” (B-side to “I’m in Trouble”) – It was a needlessly obscure ‘Mats tune for years, since it was released as the B-side of the band’s debut single, “I’m in Trouble.” This twangily tuneful ode to alcohol excess and romantic desire was otherwise only available for years on the also rare compilation Boink!! Tommy Stinson has noted that he always had a fondness for this one.

37. “Go” (Stink) – The ominous guitar stabs and Westerberg’s emotional vocals veer close to overdramatic, but not quite. The memorable melody of the hook line helps to tie it all together. One wonders if the subject of “Go” is another day in the life of the woman from “Little Mascara.”

36. “Someone Take the Wheel” (All Shook Down) – There’s something a little off in the vocals to this song, like it was a scratch vocal that was accidentally left on the final mix. It almost sounds like producer Scott Litt was going for a sound like Westerberg’s hoarse vocals from earlier Replacements albums. Those worked because the vocals were popping out of the mix and everything sounded live-in-the-studio. What was lost in sonic depth, was made up for in immediacy. This track, however, has the vocals somewhat quiet and there’s a lot of dimension and space in the mix, so it simply doesn’t work. And what is up with that over-emotive backing vocal that sings the title line at the end (about 3:25 into the song)? That’s exactly the kind of rock vocal that inspired the Bud Light “Real American Heroes” radio commercials nearly a decade later. Still, the song’s hook is solid.

35. “White and Lazy” (Stink) – A harmonica- and distortion-driven punk-blues, until the band changes gears and turns it into a call-and-response hardcore. It was an early track that showed some stylistic diversity for the band, but the lyrics are a bit of a mishmash.

34. “Careless” (Sorry Ma, Forgot to Take Out the Trash) – One of the shortest songs ever released by the band, clocking in at a manic 1:04 from first to last note. The lyrics are basically just a buttress to support the clever twist in meaning when the negative implication of the word “careless” is pulled apart into the phrase “couldn’t care less.” It has the sound and attitude of punk rock, but it also shows that Westerberg was perhaps a tad too verbally ambitious to be a run-of-the-mill punk rocker. Meanwhile, Westerberg’s handwritten comments in the album’s liner notes said of this song, “Don’t worry. We’re thinking about taking lessons.”

33. “Nowhere Is My Home” (Tim [reissue bonus track]) – The band met Alex Chilton after Let It Be came out, when they were playing a show in New York City. They recorded a handful of songs with him producing in Minneapolis, but when the band was signed to Sire Records to make Tim, the label wanted the band to have a “proper producer.” This is one of the songs produced by Chilton, a diamond-in-the-rough about homelessness. Some great Bob Stinson guitar and an emotional vocal by Westerberg.

32. “Takin’ a Ride” (Sorry Ma, Forgot to Take Out the Trash) – The explosive first song from the band’s first album, about a joyride gone terribly wrong. Propulsive punk rock played with urgency and conviction. Great music to, naturally, cruise down the highway to.

31. “Achin’ to Be” (Don’t Tell a Soul) – A lovely tale of boy introvert meets girl introvert, both yearning for stuff that they can’t fully articulate. It’s interesting that on this album, the one that seemed like their most straightforward bid for mainstream success, Westerberg uses artistic metaphors to tell the story of someone frustrated from achieving their goals.

30. “I’m in Trouble” (Sorry Ma, Forgot to Take Out the Trash) – The band’s first single. Westerberg has said that it was the first song he was proud of writing. Classic punk rock, with the guitar groove of the Ramones and the vocal urgency of the U.K. punk rockers.

29. “Never Mind” (Pleased to Meet Me) – Westerberg’s portrait of a failed relationship can easily be read as a lament for the state of the band, at a time when they weren’t sure they’d be continuing much further. Terrific rocker, though, despite the fact that it was slightly out of Westerberg’s vocal range, and Tommy Stinson had to strain to hit the high harmonies.

28. “I Don’t Know” (Pleased to Meet Me) – Westerberg once said that this song is what it’s like to hang around with The Replacements. The lyrics certainly seem to typify the band’s mindset at the time: “Do we give it up?/I don’t know/Should we give it hell?/I don’t know.” Producer Jim Dickinson later recalled that Tommy Stinson told him that after firing Bobby Stinson, the three continuing members of the band had “come to Memphis [where Pleased to Meet Me was to be recorded] to break up. They’d had it planned that they were going to kind of theatrically combust.” But then the album material started clicking and they continued on. “One foot in the door, the other foot in the gutter….” Meanwhile, Steve Douglas, a member of the legendary group of L.A. studio musicians-for-hire known as The Wrecking Crew and a Rock & Roll Hall of Fame inductee, played bass flute (billed as “Teenage Steve Douglas”). The intro to the song always reminds me of a quote I read once from Westerberg. He said he heard very early on that, “What constitutes a song is a beginning and an ending — nobody listens to what’s in the middle.” That explains why so many of his songs end up with very attention-getting sounds at the beginning or end of the track. The first 6 seconds of “I Don’t Know” are grafted on almost entirely just to grab the listener’s attention.

27. “Talent Show” (Don’t Tell a Soul) – As the first album with Slim Dunlap on guitar opened, perhaps Westerberg thought of The Replacements as a new band again, trying to win the hearts and minds of audiences all over again. This song envisioned themselves as nervous newbies auditioning their material at a talent contest. In a way, it was an apt metaphor, since Don’t Tell a Soul clearly showcased a different sound, but whether it was best described as “more mature” or “slick” was in the eye of the beholder. Either way, the song is a good toe-tapper.

26. “Merry Go Round” (All Shook Down) – I got a copy of this song on a dubbed cassette from a friend with connections a few weeks before the single or the album was available, so without any printed title I assumed that this song was called “Mary Go Round,” which sounded like a prototypical Westerberg titular pun. But the literal fairground attraction and figurative dizzying ride made much better sense as a title for where Westerberg’s head was at by 1990. The three-note (or five-note, depending on how you reckon it) musical “logo” for the song catches one’s attention right away, and the lyrics prove to be nicely catchy if not covering much new emotional ground. A good air-guitar workout, but not to be confused with the Motley Crue song “Merry-Go-Round” that the ‘Mats have covered live (e.g., on the official bootleg cassette When the Shit Hits the Fans).

25. “Waitress in the Sky” (Tim) – This frequently misunderstood song is a catchy little number (until you realize the verses are a rewrite of Johnny River’s “Mountain of Love”). It’s often thought of as mean-spirited attack on flight attendants, but Westerberg has said that the title phrase came from his sister who was a flight attendant, and the song was intended as sarcastic repudiation of the song’s narrator, someone who “expects the flight attendant to be a nurse and a maid.”

24. “Treatment Bound” (Hootenanny) – If Alan Lomax ventured into early 1980s suburbia to record field recordings of disaffected American youth’s folk songs, this is exactly how it would sound.

23. “Favorite Thing” (Let It Be) – Bar “I Will Dare,” this song was likely included on more romantically-themed (or romantically-hopeful) mix tapes passed by Replacements fans than any other. It also has a fascinating structure to it; forget about verse- verse- chorus, this one could be labelled verse- verse- verse- verse- chorus- chorus- bridge. Regardless, it sounds great. Tommy Stinson’s bass under the “you’re my favorite thing” sections give the expression of yearning the palpable nervous energy it deserves. And the generational rebellion in the first verse plus the rock & roll attitude in the 2nd and 4th give this song a complexity that gives it an edge over a simple love song.

22. “Another Girl, Another Planet” (Inconcerated EP) – This cover of the English punk-era band The Only Ones was recorded live at The University of Wisconsin in Milwaukee. A good rockin’ version.

21. “Kids Don’t Follow” (Stink) – The band’s first real anthem, an engaging punk rouser declaring that “kids” aren’t listening to you and will do what they want. Legend has it that Westerberg wrote it as an “answer song” to U2’s “I Will Follow.” I don’t know if that’s true, but if he was listening to any band from across the Atlantic before writing “Kids Don’t Follow,” I would have guessed it was English punkers Sham 69, who practically spewed generational anthems out with titles like “If The Kids Are United” and “They Don’t Understand.” The intro was a recording of the Minneapolis police rather politely shutting down an early Replacements concert; a concertgoer shouting out an expletive at the police is supposedly Dave Pirner of Soul Asylum. (Another, probably more dubious, story says that the cop is the father of Soul Asylum’s Dan Murphy.)

20. “I’ll Be You” (Don’t Tell a Soul) – This song was the last best chance the band had to go from being cult favorites to more mainstream success. It topped the Modern Rock and the Mainstream Rock and clawed its way all the way up to #51 on the pop singles chart. The lyrics were clever and fun, and the music was catchy and decorated with all sorts of nice dobro fills and piano tinkling to keep it interesting. And bonus points for the Surfer Joe line (presumably a reference to the 1963 surf-rock song by The Surfaris), even though what that means I don’t know. When asked about the “rebel without a clue line” that Tom Petty later used on “Into the Great Wide Open,” Westerberg has said that it’s a little bit irritating and that “I’d steal something back from him, if I could find something I liked.”

19. “Swingin Party” (Tim) – One wonders if this one was, like “Shiftless When Idle,” a song that was an excuse to have a great title. Or, at least, the central wordplay of “swinging party” meaning both a multiple execution and a happenin’ party being the starting point for the song. Regardless, it was written to be both about a relationship and about the band itself. The romantic implications of the lyrics are obvious to the average listener, but some lines (“Bring your own lampshade, somewhere there’s a party/Here it’s never ending, can’t remember when it started”) make the most sense in the band context. The wistful music to complement the sensitivity of the lyrics was a growing sense of strength for the songwriter, as well. Westerberg once told music writer David Fricke, “We can make as much noise as anyone on the planet Earth. But none of those bands can write a song like ‘Swingin Party.’ ” Touché.

18. “I.O.U.” (Pleased to Meet Me) – The first song from the first album after Bob Stinson was kicked out of the band. The album’s producer, Jim Dickinson, later said “I wanted to call the record Where’s Bob?, but nobody thought that was funny. I told the management, bring him on. I want Bob. They would just make the sign of the cross and leave the room. There’s a linear, melodic thing on the Replacements’ earlier records. That is Bob. That’s nowhere on my record. That’s my regret.” And yet, this song signaled to fans that no Bob wasn’t going to mean no balls. This song was a bunch of classic Westerberg obfuscation lyrics (partially inspired by an autograph Iggy Pop had inscribed to Westerberg: “IOU nothing”) over a blast of electric guitars.

17. “Sixteen Blue” (Let It Be) – A surprisingly tender portrait of a difficult age (the “hardest age”). Westerberg has said that the reason the band included more slow songs after the first couple of releases was that “we realized that girls preferred the slower songs.” He’s also given a more prosaic (and less rock ‘n’ roll) reason. He wrote a lot of loud rockers in his parents’ basement while they were at work, but after his father retired he had to do more writing in his own apartment where he composed more often on acoustic guitar to avoid disturbing the neighbors. Westerberg gave the song a brighter sound by playing a 12-string electric on it. Also, Chan Poling, keyboardist for the Minneapolis punk band The Suburbs, was credited with “one-handed piano.”

16. “Johnny’s Gonna Die” (Sorry Ma, Forgot to Take Out the Trash) – Westerberg described this song as “a real heartbreaker” in the album’s liner notes — a pun, as the song was supposedly inspired by Johnny Thunders of the punk band The Heartbreakers. Moving away from the slamdance tempos that characterize much of the debut album, Tommy Stinson and Mars lay down a sultry groove for Bob Stinson to decorate with rough-hewn, ominous guitar fills. Viewed with the entire body of Paul Westerberg’s songwriting with The Replacements in mind, it’s not much of a stretch to hear this lyric as both concern for another rocker’s excess and a fear that Westerberg’s own boozy indulgences could lead to a similar fate. It’s like the hesitation wound of suicide notes; the final line: “there’s one sure way, Johnny, you can leave your mark” always struck me as not simply commentary on the subject (and, perhaps, society itself) but also as a ready-made epitaph in case things spiral out of control for the writer as well. Both Bob Stinson and Westerberg contribute passionate guitar solos, and one wonders how much both men took the subject matter to heart. I could listen to this song over and over again and hear something new each time.

15. “Answering Machine” (Let It Be) – Most of the song is a loping solo electric guitar backing lyrics lamenting the barrier of communication caused by the answering machine of an absent other. Westerberg’s lack of specificity makes the situation all the more intriguing. A recording of an automated operator voice is looped through parts of the song, underscoring the frustration at not reaching a human voice. It’s perhaps an unintended layer of irony that the operator recording used in the song is the one that would play when no call was dialed at all.

14. “Hold My Life” (Tim) – This was the first song on the band’s first album after they jumped from Minneapolis indie label Twin/Tone to the majors (Sire Records). There was a lot of trepidation among fans that the move would diminish the band, especially coming after the fine Let It Be. This song reassured everybody that the band hadn’t suddenly been turned into a corporate rock product. In fact, Tim would turn out to be at least the equal of Let It Be, and perhaps its superior. “Hold My Life” is great Westerberg wordplay strung along a restless Tommy Stinson bass line like Christmas lights. The best line is one that can’t be rendered as effectively in print. “If I want, I could die,” Westerberg sings with earnestness. “My hair,” he adds after a playful pause, making plain that the proceeding “die” is actually “dye.” The rest of the lyrics powerfully sum up the youthful feeling that every emotion, every thought, carries such gravity that one might die, or crack up, as a result. “Time for decisions to be made,” Westerberg repeatedly sings. A perfect song for young romantics. (As the only Replacements song with the word “life” in the title, I must throw this next tidbit here: Supposedly, Westerberg has had very few words exchanged with fellow Minneapolis musician Prince over the years, but one of them was the following exchange: Westerberg: “What’s up?” Prince: “Life.” End of scene.)

13. “Little Mascara” (Tim) – The muscular guitar fanfare that kicks off the song belies the sad drama to come. The tale of a woman scratching her head and crying her eyes out after being left behind with the kids as the guy leaves is as common as the day is long in music, but Westerberg handles the subject with deftness and lyrical maturity. And catchy as hell.

12. “Within Your Reach” (Hootenanny) – Although Westerberg still likes the song, it’s been a source of embarrassment for him as well. To start, he recorded this song completely on his own, playing all of the instruments, partly because he was too shy to make such a nakedly emotional statement in front of his bandmates. And later, he derided the “never seen no mountain” part of the lyrics as “John Denver-y” and cringeworthy. And yet, this song stands as one of the strongest triumphs of pre-Let It Be Replacements. The track featured a drum machine and a synthesizer (borrowed from the Minneapolis punk band The Suburbs), and the instrumentation by itself was enough to set this song apart from everything else the band was recording up until that point. But it’s the depth of Westerberg’s emotion that makes this one a classic–even if Bob Stinson lobbied to keep it off the album.

11. “Color Me Impressed” (Hootenanny) – The band’s takedown of the cool kids at a party, dressed up with insistent drums and a wash of loud guitars. In a way, this song was a manifesto. We can make fun of where we are, even though we’re also here, the band seemed to declare. We may be in it, but we are not of it. That not only describes Westerberg lyric P.O.V. for much of his career, but it’s also a good deal of the appeal of The Replacements to their fans in a nutshell. Like The Smiths were for the more well-dressed music aficionado of the ’80s, they were the perennial outsiders and the heroes to other outsiders. The fact that the band never really made the Great Leap Forward commercially before dissolving in a haze of mythology on Independence Day 1991 only served to cement their outsider status as permanent. (That’s partially why it was so shocking when Tommy Stinson was hired to play bass for Guns N’ Roses.) “Can you stand me on my feet?” is a thorny question when asked by someone who doesn’t, apparently, want to be up on his feet.

10. “Skyway” (Pleased to Meet Me) – A beautiful acoustic guitar song, performed almost solo by Westerberg (Pleased to Meet Me‘s producer, Jim Dickinson, added some vibes credited as “East Memphis Slim” and Chris Mars contributed by tapping his foot). The “skyway” refers to a series of enclosed bridges between buildings in downtown Minneapolis, setting the stage for this memorable vignette. A guy is lying awake at night thinking of someone, and then later, from the skyway, he sees that person walking along the street below. There’s so much mystery suggested by this brief little snapshot, and that, combined with the lovely singable melody, help to make this such a beloved song in The Replacements’ catalogue.

9. “Kiss Me on the Bus” (Tim) – A jangle-pop classic. Outside of The Hollies’ 1966 hit “Bus Stop,” rarely has public transportation sounded so romantic. And there have been few occasions in song when Westerberg sounded more exuberant and joyful about love. On the band’s shambolic 1986 musical guest appearance on Saturday Night Live (hosted, somewhat appropriately, by Repo Man star Harry Dean Stanton), this was the second song they performed. They had done “Bastards of Young” earlier in the show, but when they came out for the performance of “Kiss Me on the Bus,” they had (as they sometimes did live) swapped clothes with each other. Paul Westerberg had put on the outfit that Chris Mars had worn during the first song, Tommy Stinson was wearing Westerberg’s clothes, and Chris Mars had donned Tommy’s previous getup. Bob Stinson, however, wore the same outfit as he did on the first song. Spin magazine declared that appearance as #33 on their list of the “35 Greatest Moments in Rock ‘n’ Roll Television.”

8. “Unsatisfied” (Let It Be) – Whenever I listen to this song, I think back to what John Lennon told Rolling Stone magazine in 1970, speaking about his song “I Want You (She’s So Heavy)”: “When you’re drowning, you don’t say, ‘I would be incredibly pleased if someone would have the foresight to notice me drowning and come and help me.’ You just SCREAM.” “Unsatisfied” is the scream of Westerberg metaphorically drowning. He repeatedly rages against the lie that his life appears to be and cries for the satisfaction that never comes, and he imbues his vocals with every ounce of those emotions. But the true power of the song is how that anger and hurt come pouring out over such a gorgeous backing track. An instrumental of “Unsatisfied” could easily be played over the end credits of the happiest ending movie ever filmed. Westerberg’s bright 12-string acoustic guitar and lap steel flourishes are just the right counterpoint to the lyrics. And though the lyrics are repetitive on paper, Westerberg injects so much variation in the repeated parts so that it’s always a little twist with each duplicated phrase. So, in the end it’s, ironically, incredibly satisfying.

7. “Left of the Dial” (Tim) – This song was an anthem for college radio back when college radio had cornered an exclusive niche, and bands like The Replacements got much of their radio airplay from such stations (the “left” of the radio dial–under 92 MHz–is reserved exclusively for non-commercial stations). The lyrics were, according to Westerberg, about college radio, but they were also inspired by a friend in another band (reportedly Lynn Blakely, briefly a member of Let’s Active and Oh-Ok). Regardless of the source for the lyrics, this one soars in nearly every direction. The guitar interplay, the drumsticks on the isolated lines of the verses, the hypnotic “on and on” choruses, the great imagery (“playin’ make-up, wearin’ guitar”), the road-trip Americana of referencing Georgia and then San Francisco, the bass playing coming to the fore at the end. Top drawer stuff. Alex Chilton was thanked on the liner notes with studio assistance and backing vocals on this one.

6. “I Will Dare” (Let It Be) – A self-deprecating love song that is as buoyant as the lovely mandolin tremolo that Westerberg plays on the track. When he wrote it, he knew instantly what he had; he reportedly called the band’s manager and told him he just written his best song. At one point, Peter Buck from R.E.M. was going to produce the Let It Be album; that didn’t work out but what remained of the pairing was Buck performing a guitar solo on “I Will Dare.” (Buck says that he gets asked about playing on “I Will Dare” more than any other topic–“And I mean way more,” he says.) This song might not have resonated quite as deeply had it not been recorded and released during the age when relationship-inspired mixtapes were a thing.

5. “Can’t Hardly Wait” (Pleased to Meet Me) – Though the lyrics are fairly simple (and much better than the original jump-off-a-water-tower words), the music takes center stage on this one. There’s something intoxicating about the R&B-flavored guitar riff mixed with the horn section (which is no doubt why producer Jim Dickinson suggested adding them). I love the pause when everything stops after the last verse. It was actually startling at first. When Pleased to Meet Me first was released, it was in the early years of the CD era and listeners weren’t used to hearing digital silence in a song. On vinyl or on a cassette, “silence” would actually be some surface noise or tape hiss so suddenly actual nothingness in a song was jarring and made the return “I can’t wait” even stronger. The “hole in the drapes” part of the line “Lights that flash in the evening/through a hole in the drapes” was written about the Holiday Inn the band was staying in about eight blocks from their recording studio in Memphis. Alex Chilton contributed some guitar fills to this one. This one should have been a hit.

4. “Androgynous” (Let It Be) – Androgyny was still a controversial subject in 1984. Pop stars like Annie Lennox and Boy George were shocking to middle America for their gender-bending. And certainly the rock world of the 1980s was no friendly terrain for androgyny; the same year that Let It Be was released, Billy Squier’s career was nearly destroyed overnight by one music video in which Squier was perceived as effeminate. So it was forward-thinking for Westerberg to envision a future in which the norm is not to “fuss” over someone’s appearance, gender-wise. Centering the song around piano also helped to make Let It Be a much more sonically interesting and musically adventurous album than its predecessors. And the vocal performance was about as emotional as it gets. Actor Matt Dillon once said that after hearing the Let It Be album, “Androgynous” was the song that stuck with him and he played it all the time. Agreed.

3. “Bastards of Young” (Tim) – An autobiographical band song dressed up as an anthem for a generation. Or, at least, it felt like it. Like the later (1991) novel Generation X by Douglas Coupland, “Bastards of Young” was the banner under which a certain segment of alienated young people marched. (Chris Mars’ drumming even felt like a good parade march.) The music seemed larger than life, the lyrics spoke volumes about feeling out of sync with society. Many listeners, however, were left scratching their heads wondering who Pete was and why he was picking cotton. (The misheard line was actually “it beats picking cotton.”) The “ones that love us best” verse are perhaps the best lyrics Westerberg has ever written. The band apparently had to produce a video for this song, but they realized that nowhere was it explicit that the band had to appear in it. So they shot a slow zoom-out from a booming speaker for three and a half minutes. Later, when the band was scheduled to perform on Saturday Night Live in January 1986 and NBC heard that this was the title of one of the songs to be performed, the band’s manager had to call the SNL staff and read them the lyrics over the phone to make sure there weren’t any serious expletives used in it. Bob Stinson later recalled that the band had to sign a $20,000 agreement not to swear on the air. Westerberg still uttered an expletive during the performance, only he did it off-mic to get past the rules.

2. “Alex Chilton” (Pleased to Meet Me) – Album producer Jim Dickinson later lamented that Paul Westerberg didn’t “give me an anthem. There’s no ‘Bastards of Young.’ I got some real good songs, but I got no anthem.” He had a bit of a point. “Alex Chilton” was as close to anthemic as the songs got for it, but an ode to the former Big Star frontman isn’t on quite the same relatable level as the angst of “Bastards,” the exuberant romanticism of “I Will Dare,” or the teen rebellion of “Kids Don’t Follow.” That said, “Alex Chilton” is a doozy of a love letter to music itself and the icons who create it, with Chilton as much man as metaphor in the lyrics. The hook–“I’m in love, what’s that song?/I’m in love with that song”–is a salute to those beloved songs that hover at the edge of popular consciousness, so it’s not hard to see why Westerberg would feel kinship. Also, Westerberg offers perhaps one of the best ooh’s in rock history immediately following the “I never travel far without a little Big Star” line.

1. “Here Comes a Regular” (Tim) – This song, the longest ever included on a Replacements album, is a bittersweet study of barflies. There’s a tenderness there, in the briefly glimpsed moments in an Everytown bar (widely thought to be inspired by the C.C. Club in Minneapolis), but also a loneliness and a fleeting recognition of an increasingly wasting life. With a few simple acoustic guitar chords (not too far afield from “Knockin’ on Heaven’s Door”), some keyboards, and Westerberg’s emotional vocals, you tend to want to turn your own collar up against the chill by the end. It was a personal enough statement that Westerberg didn’t want anyone watching him in the recording studio when he performed it.

Special thanks to Kyle Smith, Ana Brito, Chris Fletcher, Pete Morris, and Tony Zinzola for their input in the rankings.

Mike Sauter started at WYEP in 2004 and held various positions, including Midday Mix host, music director, program director, and station manager.