Editors’ Notes A Paul Westerberg solo album in all but name, All Shook Down does include contributions from the band’s three other members plus the participation of John Cale, Charley Drayton, Benmont Tench (of Tom Petty’s Heartbreakers), and Concrete Blonde’s Johnette Napolitano. As a Replacements album, it’s the most restrained in the catalog. But as a mature piece of singer-songwriter pop, it’s an amazingly resilient piece of work, highlighted by three exquisite Westerberg ballads — “Sadly Beautiful,” “All Shook Down,” and “The Last” — and several other urgent sounding pop tunes in “Merry Go Round,” “Someone Take the Wheel,” “When It Began,” and “Happy Town.” Singer Paul Westerberg sounds suitably distressed throughout, reminding one of country legend Hank Williams Sr. at his emotive best. The 2008 reissue includes 11 bonus tracks, including seven Westerberg demos that are oddly self-conscious for demos, as he hides his performances behind a few cheap effect pedals. However, any chance to hear another attempt at “Sadly Beautiful” is worth pursuing, as are the personal takes on “When It Began,” “Attitude” and “Tiny Paper Plane,” a song that never made it to the final album.

SONG
Merry Go Round
1
3:40
 
One Wink At a Time
2
3:05
 
Nobody
3
3:10
 
Bent Out of Shape
4
3:45
 
Sadly Beautiful
5
3:17
 
Someone Take the Wheel
6
3:43
 
When It Began
7
3:06
 
All Shook Down
8
3:15
 
Attitude
9
2:43
 
Happy Town
10
2:55
 
Torture
11
1:51
 
My Little Problem
12
4:03
 
The Last
13
2:55
 
When It Began (Demo)
14
2:47
 
Kissin' In Action (Demo)
15
2:27
 
Someone Take the Wheel (Demo)
16
3:37
 
Attitude (Demo)
17
2:54
 
Happy Town (Demo)
18
2:40
 
Tiny Paper Plane (Demo)
19
2:08
 
Sadly Beautiful (Demo)
20
3:15
 
My Little Problem (Alternate Version)
21
3:39
 
Ought to Get Love
22
3:04
 
Satellite
23
3:39
 
Kissin' In Action
24
2:49
 

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