Don't Tell a Soul

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Don't Tell a Soul is the sixth studio album by the American rock band the Replacements, released on February 1, 1989, by Sire Records. It was the first Replacements album with guitarist Bob “Slim” Dunlap, who had replaced Bob Stinson in 1987. The record was made at Cherokee Studios in Los Angeles, produced by Matt Wallace and the band, and mixed by Chris Lord-Alge, who aimed for a big, radio-friendly sound. Singer/guitarist Paul Westerberg was unhappy with this direction, saying the looser, basement-made ideas he’d cut sounded closer to what he wanted.

The lead single, “I’ll Be You,” reached number 51 on the Billboard Hot 100 in May 1989, the band’s only top-100 hit. In 2008, the album was remastered and reissued with seven bonus tracks and liner notes by Peter Jesperson. In 2019, Rhino released Dead Man’s Pop, a box set featuring a remix and resequence of Don’t Tell a Soul that’s said to be closer to the band’s original intent, plus rarities, demos, unreleased tracks, and a two-CD release of the 1989 live show The Complete Inconcerated Live.

Critics generally gave Don’t Tell a Soul favorable notices, noting its more mature themes and private feel. Rolling Stone praised Westerberg’s writing, and in 1990 the album ranked 16th in The Village Voice’s Pazz & Jop critics’ poll. James Iha of the Smashing Pumpkins cited the song “Achin’ to Be” on his dreamers mixtape, calling it a poignant portrait of an artist who wants more.

All songs were written by Paul Westerberg, unless otherwise noted.