Replacements Make Like Dylan On Retrospective

Luckily for former Replacements leader Paul Westerberg, he never knew Bob Dylan was in the room.

"That's the Dylan song 'Like a Rolling Stone' that they changed the lyrics to," said Warner Bros. A&R man Michael Hill, about the song "Like a Rolling Pin," a rare studio outtake set to appear on Nothing For All (Oct. 21) one of two upcoming Replacements retrospective CDs. (The other is titled All for Nothing.)

"It's a really fun and wild song that's probably the best picture of the 'Mats at a particularly low point in their recording history," said Hill, the collection's producer.

The song, taken from the sessions for All Shook Down, the group's last studio album, was recorded at Ocean Way Studios in 1990, coincidentally, the same place Dylan, the original song's author, was working on an album. "Bob Dylan was in the next studio, which is why they did it," Hill said. "Paul had his back turned and Dylan walked in in the middle of the song and heard the whole thing. Nobody wanted to tell Paul to stop because it probably would have been more embarrassing if he'd known."

A bold move by any standard, but especially since Westerberg, himself considered a bard of his generation, re-fashioned Dylan's legendary lyrics to reflect his band's disgust with being stuck in a recording studio with a crummy per diem. Some of the choice re-writes include the line, "Nobody told you you have to live on $60 for three days/ But you're gonna have to get used to it... You

used to laugh a lot/ I used to laugh a lot."

That track is just one of many rare and previously unreleased songs on the 17-song rarities half of the collection, Nothing For All, which charts a lesser-seen side of the Minneapolis band that fused punk rock with witty songwriting and an (often) sloppy insight. While some of the tracks have been previously available on bootlegs and promo-only collections, Hill said the minimally-remixed versions on the collection will shed new light on the nearly six-year stint the 'Mats spent on a major label.

STRIPPED-DOWN VERSION

The album kicks off with a version of "Can't Hardly Wait," from the Tim sessions. The song, which later ended up on Pleased to Meet Me, is presented here in a more stripped-down version without the strings and horns that fleshed it out. The song also features a lead guitar by the late Bob Stinson, the band's original guitarist.

"Birthday Gal" is a "beautiful tune that wouldn't be out of place on a Westerberg solo album," according to Hill, also from the Pleased To Meet Me sessions. "That song was never quite right, but fans won't quibble when they hear it. There was always something that nagged him (Westerberg) and the band about these tracks that they didn't want to complete them, but it's a great

indication of Paul's songwriting ability at that point where he was turning out songs like this regularly," said Hill.

"Beer For Breakfast" and "Till We're Nude" are lighthearted Pleased outtakes and "Cruella Deville" is from the 1988 Disney tribute Stay Awake. "Date to Church" is the b-side of the "I'll Be You" single followed a few songs later by bassist Tommy Stinson-penned and sung tune "Satellite," which first appeared on a promo-only album entitled Don't Buy or Sell, It's

Crap, but has never officially been available before.

MORE MAINSTREAM WORK

"Another Girl, Another Planet," a cover of a song by the British group The Only Ones, is from Inconcerated, a 1990 promo-only release, and along with "Who Knows" (both outtakes from the All Shook Down sessions), represent "Paul's earliest attempts at doing more mainstream, dramatic work," according to Hill.

The songs "Election Day" and the cover of "Jungle Rock" appeared on a German vinyl promo that was never available in the U.S. "All He Wants To Do Is Fish" is sung and written by former drummer Chris Mars, an outtake from the Pleased sessions.

The previously unreleased Westerberg ballad "We Know the Night," from the sessions for 1989's Don't Tell A Soul, is followed by the song "Portland," which is described by Hill as "a beautiful ballad that features a part later lifted for the chorus of 'Talent Show'." "Wake Up" is a punk tune from the early Tony Berg-produced sessions for Don't Tell A Soul, which only lasted nine days before things broke down.

The album ends with a version of "All Shook Down" that Hill said sounds like a demo, thanks to Westerberg's decision to strip-off much of the effects on the original track, revealing the most basic rendition of the song. A hidden track follows, an early version of "I Don't Know," from the Pleased sessions.

The first 16-track CD, All For Nothing contains four songs from each of the band's four Reprise albums, including "Left of the Dial," "Kiss Me On The Bus," "Bastards of Young," "Here Comes the Regular," "Skyway," "Alex Chilton," "The Ledge," "Can't Hardly Wait," "I'll Be You," "Achin' To Be," "Talent Show," "Anywhere's Better Than Here," "Merry Go Round," "Sadly Beautiful," "Nobody"

and "Someone Take the Wheel."