Producers Tony Berg and Matt Wallace Reminisce on the Highs and Lows of The Replacement's "Don't Tell a Soul"

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Album cover art of "Dave's Picks Volume 8"

In Part Two of the Rhino Podcast, hosted by Dennis Scheyer and Rich Mahan, producers Matt Wallace and Tony Berg join The Replacements' biographer Bob Mehr and Rhino A&R Director Jason Jones to discuss their respective roles in the making of The Replacement's Don't Tell a Soul and how they respectively coordinated when things went south during recording sessions. 


On how their individual beginnings in music and the production of Don't Tell A Soul:

Matt: "For myself, when I was thirteen, I was in bands, I was into heavy stuff, but also my ear was really pulled into pop radio. While I was listening to The Black Sabbath, I was also a Carpenters fan. I book in my discography between the brutal and beautiful, 'cause I work with stuff that's really heavy and ugly and relatively unpleasant to listen to, and then there's stuff that's really melodic and pop."

"And as me being a musician, there's people that own instruments and people that can play them, I am the former and Tony is the latter."

Tony: "I had just begun producing and I got a strange phone call from a wonderful guy, Michael Hill, worked at Warner's A&R in New York, and he said, 'Would you be interested in working with The Replacements?...Maybe you and Paul [Westerberg] should have a phone conversation and see where that leads."

"So we talked on the phone and Paul said, 'Why don't you send me a list of songs, artists, records that you think were unheralded, but might have deserved much more credit.'"

"I sent him a note of ten things that were fairly obscure... and at the bottom, I wrote, 'Look, I hope these resonate with you, I hope you like these. And if not, you can go f*** yourself.'"

"Of course, I got a phone call about 12 hours later, 'Come to New York and meet the band.'"

On meeting with the band:

Tony: "I met in the managers' offices in New York, Gary and Russ were the managers. The four guys were there and talking..It's a bit of a blur. I think it was in the morning, they were drinking beers at around 11. I said something, I don't even remember what - but Paul reached over, pulled my shoe off, poured a beer in it, held it up and said, "You're our man," and swigged the beer from my shoe."

"There were two things at play that affected me profoundly. One, I heard the songs. When I heard "Aching to be Darling One," and "I'll Be You," I knew I was being presented with just stunning material."

"The second thing was we all went out to dinner in New York one night, and someone at the table was picking on Tommy. And I watched Paul tear that person apart. I had so much respect for that because a band is a club. If they don't look out for one another, it can quite easily fragment and fall apart, and I just saw a real love for his bandmates."

On going up to Bearsville and how things started to fall apart:

Tony: "It's a funny thing, it's this bucolic setting, it's an idyllic paradise. It's one of the great studios of the world, albeit not one of the places they were used to. They had a barn in which you would live and rehearse, before you would go into the big room." 

"We got three days of rehearsal, and I could tell there was something deeply amiss because, I'm very prone to get deep into the songs and the arrangements. So Paul and I spent a lot of time talking about reharmonization and lyrics and 'does this couplet stand up to the rest of the song...' and it was wonderful, but I see, or I saw soon thereafter, that that was threatening to the band. I don't think they had to experience that before... I think I should have sensed that I should have been more inclusive in that process."

On the actual experience of live recording the songs: 

Tony: "Portland" was probably the most involved recording we did, and I thought perhaps, it was the superior song that he had played me. It was a really interesting concept for a song - it acknowledges that when you say you're going to do something, you're indebted to the people to which you've made that process. It's a song about doing it even though you're hating it, acknowledged by the fact that as the song is fading out, Tommy is inexplicably playing bongos on this country song, which I loved. As it's fading out, you just hear Tommy say, 'Portland, we're sorry.'" 

Bob Mehr: "The Replacement's Paul, one of the great things about him, like Ian Hunter, or other writers in that kind of rock 'n roll menu, he mythologized himself, the band, from the very first record "I Hate Music," I can't sing, Tommy, Bob can't play. Later, they had a song, it was originally going to be titled "Battle of the Replacements," which is called "Treatment Bound," which talks about the travails about being a band going through these little cities in the upper midwest, and "Portland" is an update of that...the testament to that that is the version that is on Dead Man's Pop."

On the high stakes and trials during the production process:

Tony: "Everything was going great, but our engineer was not that familiar with the machine, you had to actually stripe the tape before you could use it. We did an entire reels recording, and he hadn't striped it, so we basically hadn't recorded for an hour and a half - look, I was responsible. I don't even know how to describe it, it's like describing being mauled by a lion."

"It was just chaos, but in the midst of all this, it was sounding quite wonderful. It would vacillate between exhilaration of getting a tape that everyone was excited by, or my listening while we're tracking and hearing a racket going on during a song, and then, seeing that Paul had completely smashed his guitar to bits while we were recording a song. That coupled with their destroying the housing, the studio, the car, my right hand, and my left knee..."

Matt: "To illustrate these guys, we would make these recordings on analogs and I would cut two master reels. Their idea is that they don't want to anyone to hear them at their worst, when they're really drunk and they're sloppy. They got all the out-takes and decided to bulk erase all the out-takes..."

"While they're deciding to do that, I literally, this is no exaggeration, had a stack of four two-inch reels and I decided to sit them. All four guys are running around, they're erasing stuff, and I'm literally sitting on them, there's a song called "We Know the Night," that we lost, we had a gorgeous version, 24-track that I thought could be on the record, and they wiped it. Another lost classic."

Listen to the rest of the podcast here:



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