1987 Promo Shot of the Replacements, with new guitarist Slim Dunlap

Ah, the Replacements—their legend precedes them, and it goes a little something like this…

From 1980 until 1986, the Replacements rose from the ranks of the thriving Minneapolis music scene to become one of the most beloved, frustrating, and notorious bands of the American indie rock movement that begat alternative, emo, and even alt country. Years of shambolic, inebriated, and totally thrilling, life-or-death performances in tiny bars, VFW halls, and house parties across the country earned them a near-fanatical fan base, and also the reputation of being the best and worst band in the world—a simultaneous title they could lay claim to in the same night, the same set, even the same song. From the maniacal and brilliant playing of guitarist Bob Stinson, who could simultaneously channel Yes, the Damned, and the Beatles into poetic non-sequiturs of guitar chaos, to the pure punk energy of his teenaged little brother Tommy on bass, the Stonesy gallop of drummer Chris Mars, and the staggering emotion of frontman Paul Westerberg’s voice and songwriting, the Replacements were a dysfunctional knot of musical misfits, and a band like no other.

All more or less true, in a rock-critic-meets-deadline-who-cares? kind of way, and it can all be boiled down to this: There have been better bands, louder bands, and drunker bands, but there has never been a better, drunker, louder band than the Replacements, and the second two qualifiers wouldn’t matter one whit without the first. Gang Green never changed anybody’s life and you know why? Because they sucked. And on any given night, so did the Replacements—unforgivably. (As can be attested by anyone who ever waited a year and paid $20 to see the band only to find them falling down drunk, with Paul Westerberg inhaling helium before launching into unrecognizable versions of “Born in the USA” and “Whipping Post.”)  But in a heartbeat (it’s a lovebeat), they could transform into the American Rolling Stones, but better—all heart, with none of the flamboyant rock royalty nonsense, just cranked guitars, hopeless desperation, and some of the best songs ever written. This was rock and roll as dropout high drama, entrenched in the moment, gut wrenching to witness, with stakes and brilliance only hinted at by the records they left behind.

But honestly, here is what you really need to know about the Replacements: They blew it. For many reasons and in many ways. They wouldn’t have been them if they hadn’t. Right before they did, though (or maybe right after, depending on how die-hard the fan you talk to), they stumbled down to Memphis and made one of the best American rock and roll albums of all time. And it isn’t even their best record. This is the story of Pleased to Meet Me.

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By the time the Replacements arrived in Memphis in January of 1987, they were just barely a band, which was fitting, because according to producer and raconteur Jim Dickinson, they didn’t go to Memphis to make an album at all. In fact, Dickinson says, the group had split up in the wake of lead guitarist Bob Stinson’s expulsion for being the most wasted guy in a very wasted group.

The Replacements previous album, 1985’s Tim, was their first for a major label after six years in the indie trenches and it had ratcheted up their notoriety thanks to now-classic songs like “Bastards of Young” and “Kiss Me on the Bus.” They performed both for their big network TV debut on Saturday Night Live, but mouthing obscenities into the cameras, dropping their instruments, and getting stumbling drunk got them banned from the show forever. In general their reputation for sloppy-stewed live performances didn’t endear them to the authority figures of the entertainment world.

But guitarist-songwriter Paul Westerberg, bassist Tommy Stinson, and drummer Chris Mars never really cared about any authority figures—except maybe their rock and roll heroes. Which is why, after apparently deciding they couldn’t go on without, and especially with, Tommy’s older brother, they decided to regroup when the opportunity arose to record some demos with Memphis music legend Alex Chilton.

The sessions with Chilton, who was co-leader of pop cult favorites Big Star and singer for the Box Tops, weren’t going much of anywhere when Dickinson was called in. Dickinson, who turned 66 this November, is a Memphis legend in his own right—a brilliant whorehouse piano player with the soul of a musical poet. His career arc goes from juke joints to session stints with Aretha Franklin, the Flamin’ Groovies, the Rolling Stones (“Wild Horses”), and Ry Cooder. As a producer, he’s worked with a slew of artists including Screamin’ Jay Hawkins, Mudhoney, Big Star, and of course, the North Mississippi Allstars, featuring his sons Luther and Cody.

Producer/Raconteur Jim Dickinson“I’m not sure if it came from management or A&R or whatever, but I had one meeting set up with the Replacements before I started,” Dickinson recalls. “It was a breakfast meeting and of course they were drinking their breakfast. I was dressed the way I usually dress, and Tommy said, ‘Look Paul, he’s got a flannel shirt. He’s just like us.’ And Paul said, ‘I don’t care what his shirt is. He’s not like us.’ ”

Westerberg was contentious. “He told me, ‘I’m not gonna give you 100 percent because you don’t deserve it.’ I’d heard R&B singers say that before, although not in exactly those words. Of course, he gave me 110 percent. He was just ripping his heart out on some of those songs. ‘Art’ was a word he wouldn’t let me use, and six months later he was calling himself an artist.”

“I thought they were brilliant,” says Tjohn Hampton, longtime engineer at Ardent Studios in Memphis, where Pleased to Meet Me was recorded. (“I started there on 7/7/77, how’s that? One of the first things I ever recorded was Alex Chilton’s album with the Cramps.”) “I thought Paul Westerberg was a genius, from the second I heard him sing. I said, ‘That is brilliant. Everything he is singing is brilliant.’ See, Jim didn’t turn me on to any of this before I went in. I was not expecting this. Most of the guys I have met in my life who were brilliant went to the record label, and the label didn’t give them any money, and they wound up being waiters down the street.”

As the main engineer on the album, Hampton recalls an incredible band at a crossroads.

The much-missed Bob Stinson...

Chris Mars, Bob Stinson, Paul Westerberg, Tommy Stinson (l. to r.), shortly before the Memphis sessions

“I’d heard about Bob, Tommy’s brother, who was no longer in the band. And I never even met the guy, but I could feel his presence there,” Hampton says. “I could feel everyone else missing Bob—a kind of insecurity, a kind of ‘what do we do?’ An aura in the room is the best way to say it. They were all going nuts, but they were trying to be serious, trying to grow up at the same time. Trying to do things the way Bob would do it, but Paul was now more in charge.” (“I kept telling the guys, 'Bring me Bob,'" Dickinson remembers. "But they just shook their heads. I wanted to call the record Where’s Bob? Nobody thought that was funny.”)

“It was the first time they tried to play sober,” Dickinson recounts, “and it just wasn’t working. So we gave up. Every day they were like a sine wave. They wouldn’t be drunk enough early on in the day to get anything. Then they’d be good and drunk and it would be great. And then they’d be too drunk and they’d get useless. But at the end of the day Paul would start to feel good and want to play these awful covers, and that was fun, except we couldn’t really use any of them for the album. To this day he thinks he played on a bunch of those where I was really playing guitar.”

In addition, Dickinson and Hampton had to get used to Paul Westerberg’s approach to recording.

The elusive yet loquacious Tjohn Hampton, behind the boards at Ardent in Memphis

“There was one point in particular where Jim had gone home and Westerberg had asked me to stay so he could cut some vocals on something he wanted to work up,” Hampton remembers. “We cut a track that never came out on the record, but it was a song about … ah … either, I never put it together, but I think it was about his yet-born child. And he said roll tape and he started singing and he was kind of mumbling some spots, then some lyric would solidify and he would say something just intensely private and personal, but very warm, and he would say, ‘Nah, nah, screw that, go back to the top.’ And I would hit record again and it would be an entirely different lyric. And he keeps coming back to this one thing about ‘I’m cold’ and ‘toes are cold,’ that was something he kept going back to, and then ‘talk to you through the wall’ and ‘hear you through the wall,’ then ‘Nah! Take it back to the top.’ And then I suddenly realized that this guy is writing the song as we speak, right here. At least I had the presence of mind to start changing tracks every time he said to hit record, because every time I hit record, they were going off into infinity forever. I realized that this might be some important stuff.”

It is a kind of fearless spontaneity that Dickinson was no stranger to, having produced the brilliant and troubled Big Star’s Third. Dickinson’s ability to capture that kind of moment informs the album’s most raucous and most heart-breaking moments.

“There was a time when they were doing that song ‘Shooting Dirty Pool’ where Jim was trying to make it sound like a fight in a pool hall,” Hampton says. “Paul was trying to think of something to say, like, what would you say to somebody if you wanted to start a fight with ’em? So we recorded the bottle breaking—bam!—and by the way it was a bottle of Michelob from the little store across the street, and Paul threw it against a concrete wall as hard as he could, and the first time he threw it, it didn’t break! So Paul was trying to think of all these lines, and he said this one line that was the best line I ever heard, that didn’t make it to the record, but I’ll never forget it. He said, ‘What are ya gonna do about that lion haircut, sister?!’ Lion haircut! Like a mane!

“Luther came in and played on that [Luther Dickinson, just 15 at the time]. Everyone came in to play on it! Jim was trying to create this bar scene, this completely reckless out of control moment. Jim had to get it from a dead stop to a level of complete chaos, and so that was the part where he brought Luther in. He was walking down the hall grabbing people to come in and make some noise, whether they could play or not, and he added a baritone sax with too much compression on it.”

Dickinson’s deft touch also lent itself to the recording of “The Ledge,” a harrowing, first-person account of a suicide attempt driven by a haunting E-minor guitar riff and Westerberg’s stark emotion.

"Westerberg has been mad at me for years for saying this," Dickinson recalls, "but he's by far the most sensitive of any of those post-punk artists who I worked with. What he gave me on the microphone is amazing. He just reached inside and pulled it out. At the end of 'The Ledge,' he’s literally weeping. That’s a live vocal and a live guitar. The track itself was flawed, and he came out of the little booth I had put him in—we called it 'The Dungeon'—and said, 'I don’t have to do that again, do I?' I said, 'No, Paul, I’ll fix it.' He was obviously tearing something out of his soul. I sat there and felt a little guilty for a second, but then I thought, 'Hell, Quincy Jones sits there and listens to Michael Jackson sob; what’s the difference?'"

“Paul respected Jim,” Hampton says. “Just that he worked on Big Star’s Third. He almost idolized him I think. And the other two guys, Tommy and Chris, just kinda went where Paul went. If Paul was good, everybody was good. If Paul was bad, everybody was bad. But really, it was great. In fact it was fun. They were having fun, and as Jim would say, it was stickin’ all over that tape. They were having a ball. And when those guys were having a ball, everybody was having a ball. A great energy.”

The legendary Alex Chilton around the time of the Pleased to Meet Me sessionsFor the sessions, Dickinson drew on his long Memphis history literally—calling in Alex Chilton himself to play on Westerberg’s tribute to him, the aptly titled “Alex Chilton.”

“Yeah, he was originally going to play on ‘Alex Chilton’ but he wound up playing on ‘Can’t Hardly Wait’ instead,” Hampton says. “Paul loved Alex. He loved him. But it wasn’t a mutual feeling. I don’t know. I’m gonna leave that one alone. There wasn’t a lot of admiration on Alex’s part, but that’s more about Alex.”

Also figuring prominently in the production, more so than on previous Replacements albums, was bassist Tommy Stinson. Through the years Dickinson has often said he learned more from the Replacements—and especially from Tommy—than the band learned from him. Though he was just 19 years old at the time of the Pleased to Meet Me sessions, the one-time brat who at age 12 had been bullied by his older brother Bob to take up the bass had developed a foolproof rocker's ear.

"Tommy was so intuitive," Dickinson says. "I really let him produce that record whenever I didn't know what to do. If I was puzzled by a situation, I would put Tommy in a position where he had to make a choice, and then I would just go with whatever he chose. His instincts were that sharp."

Hampton laughs out loud remembering an incident with Tommy Stinson during the recording.

“For the whole record, Paul was playing a black Les Paul with P-90s. Then, one day, they got their artist advance from Warner Bros. Across the street from Ardent was this place called Pyramid Guitars, owned by my friend Rick Rayburn, who was a collector. He sold some really sweet pieces—he had some killer vintage stuff, and Paul went over there and got a clear plexiglas Dan Armstrong with the replaceable pickups, so he came back over with one of those. So the guitar was mostly Les Paul on the tracks, but he picked up the See-Through a few times for coloration. But Tommy went over too, and he got a Thunderbird bass that he loved, so much that he decided he wanted to redo the bass on all the songs! Redo all the bass on all the songs now that he has a Thunderbird? You’re kiddin’ me!

“And I was just beginning to understand about cutting tracks and the importance of keeping that original feel over overdubbing. A three-piece band and you’re gonna take a third of it and redo it? No, you just don’t do that. See, they were all … ah … [stage whispers] drunk! Pretty much all the time. Most of the time it was red wine, though Paul did have a hankerin’ for the Heineken. But mostly it was just jugs and jugs of the red Gallo wine. So Tommy insisted on rerecording all his bass parts, and Jim was like, ‘Whatever you do, don’t lose the bass we’ve got.’

“You gotta get this picture,” Hampton continues. “We really needed rearview mirrors, ’cause we had just redone the control room. The console was facing the speakers and the glass was to your left. But Tommy was standing in the room, with an amp, and he was literally eight or ten feet behind us. And we didn’t have mirrors, so we just hit record and let him start playing. So Jim and I were sitting there, and Tommy was playing the song behind us with this Thunderbird bass. And man is that a boomy bass. Man can those things boom! And then all of a sudden we heard this hell of a noise! Just this huge crash, and man, I just lunged for the monitor knobs to turn it down. And I look and Tommy is on the ground, his Thunderbird bass—brand new—is also on the ground and it has snapped at the headstock. We don’t know what happened. Maybe he was dancing.”

For other recordings, Dickinson had to employ some psychology tactics to get the sound he wanted.

"They'd never had their amps separated in the studio before, which is one reason their first few albums sounded so terrible,” the producer recounts. “When I did it, they complained. ‘We can’t play like this.’ The discussion wasn’t going anywhere so I left the room for 10 minutes and came back, and they were playing. I did that a couple times. Paul said they couldn’t play ‘Nightclub Jitters.’ He said, ‘We need real musicians for this.’ I left the room for 15 minutes and they were playing the song.”

Perhaps the most contentious matter of all, however, was the decision to bring horns and strings into the mix. Although those instruments were used on just a couple of songs, such un-punk-like embellishments flew in the face of the Replacements' no-frills aesthetic. Dickinson says the directive came not from him, but rather from the powers that be at Warner Bros.

"I get nailed for those horns," he explains, "but they were not my idea. That order came from the record company, who thought it would be a good idea since we were in Memphis. On the first day, I got a telegram that I opened in front of the band. It said 'Can’t Hardly Wait: Horns.' So I built up to the idea slowly. The first horn player I put on the record was Prince Gabe, who did the saxophone solo on 'Nightclub Jitters.' He was a heroic figure to them. They really liked him, and in fact that applause you hear, at the end of the song, is the guys applauding him as he came into the control room. After that I brought in Teenage Steve Douglas to do the baritone sax stuff. Douglas thought the guys were funny. The band knew who he was, of course, from the Phil Spector records and everything. They respected him."

Dickinson continues: "Still, on the day I was to do the horns for 'Can't Hardly Wait,' they left town. That's the way Westerberg handled it. But it was the strings they really hated. The thing is, he was going for Big Star, and I was going all the way back to the Box Tops. I really felt the strings had to be there, or we weren’t going to say it all, or we weren’t going to make the whole statement. Later Westerberg did warm up to the horns, but to this day I don’t think he’s forgiven me for the strings.”

Strings or not, Pleased to Meet Me remains a masterpiece of the post-punk era—the disc on which Westerberg recorded his transition from gutter poet to, as he acknowledged after its release, artist. "What a writer," Dickinson says simply. "And the chemistry in that band was amazing. They didn't give me an anthem though. If I had gotten a 'Bastards of Young' or a 'Left of the Dial,' we would have had the record of all-time. Still, it's a great record. I'm really proud of that one."

“I tell you what, that Replacements record was a highpoint of my career,” Hampton says. “Something about that whole record had its own mojo. And everyday something would happen that was absolutely miraculous.”

And then Hampton debunks the tired old myth about the vomit on the ceiling: “If you want to know the truth, the real freakin’ truth about the barfin’ on the ceiling or barfin’ and throwing it on the ceiling, whatever you’ve heard, here it is: Paul Westerberg had one of those big jugs of red Gallo wine. And he had left about three quarters of an inch in the bottle, and the trash can was about 15 or 20 feet from where he was standing. He was throwing the thing away! He threw it in the air aiming for the garbage can. And God-sworn truth, that thing hit square-flat boom, absolutely perfect shot into the trash. And a little plume of wine shot out of the bottle and went up about six or seven feet and stained the wall. And that was the famous Paul barfed on the wall spot. He didn’t barf on any wall! None of those guys got that screwed up! It was just a perfect shot.”

Additional reporting by Russell Hall and Ari Surdoval