All Shook Down

The Replacements: Slim Dunlap, Chris Mars, Tommy Stinson, Paul Westerberg.
Additional personnel: Steve Berlin, Michael Blair, John Cale, Charley Drayton, Abe Lincoln, Mauro Majellan, Johnette Napolitano, Axel Niehaus, Terry Reid, David Schramm, Benmont Tench.
The Replacements had pretty much fallen apart by the time of the ALL SHOOK DOWN sessions. The album was originally planned as leader Paul Westerberg's first solo release, and it's filled with session players, while there's only one track on which all the other Replacements play together. Nevertheless released as a Replacements album (their last), it features a couple of upbeat pop-rockers that could have come off DON'T TELL A SOUL ("Merry-Go-Round," "When It Began") and a couple of raw, Stonesy tunes, but it's dominated by dark, low-key, often acoustic-based songs, pointing the way toward Westerberg's official solo career.