Paul Westerberg once admitted that, with this album, The Replacements really made a serious play for commercial success while trying to hide that attempt. Who could blame them for trying, though? They had put out nothing but brilliant music up until then and had little to show for it but critical respect and a little beer money. This album is great. Not as great as their very best work but great nonetheless. "Rock and Roll Ghost" takes on added poignancy when you know that Paul wrote it about a friend from his early rock days who killed himself and that Paul can't bring himself to sing the song in public. "I'll Be You" is a perfect line-drive that deserved more attention from mainstream radio. And the other songs on the record range from good to miraculous. The Replacements were perhaps the greatest rock and roll band of all time if one uses heart, talent, sense of humor, and soul as criteria. This album is evidence that they knew they deserved more popular attention and were willing to go for it. I just wish it had worked. Then there'd be more kids today having their lives changed like mine was.

A Mats' album that follows the rock n' roll circus that 1987's "Pleased To Meet Me" graced true music fan's is a tough act to follow. Coupled with a catalog that includes a study in the ascent or decline of a hard working American band and the loss of Bob Stinson to Slim Dunlop, "Don't Tell A Soul" may have disappointed many fans with its sly sleek production and accessible pop arrangement's. The truth of the matter is, musical maturity creeps in on this one. "Achin To Be" may be the finest country-rock bar song to come out of the 80's. "I'll Be You" and "We'll Inherit The Earth" may be the finest anthems to never have a stadium. "They're Blind" may be the most beautiful self confessional defense of one's own artistic talent and commercial failure. "Darlin One" is a sly 1980's rock ballad that never was. At a time when Gun's N' Roses, Def Leppard, Poison, and Warrant were ruling the airwaves, it's amazing that as glossy as "Don't Tell A Soul" may sound on it's initial listening, it merits many more years later because of it's heart, singer songwriter, Paul Westerberg. Older and beaten a bit, the sound of a great band descending from its own throne they made, and the rise of musical maturity. A shame and a blessing they were never meant to be had by all. A Big Star for the 80's.

Don't Tell a Soul is just breath-taking. This is easily the best work they ever did.

I know everyone else loves Twin/Tone era but I find the songwriting from those early albums so incosistent. I mean, everyone's favorite is Let It Be and it's actually got some good material, but a song regarding "Gary's" unmentionable and a really immature song about bassist Tommy's orthodontist adventures. And a Kiss cover?! Why are any of those three things acceptable to anybody? Excuse me, but I don't get it.

Maybe being an 80's baby is my problem, I don't know. The over-polished sound is there on Don't Tell a Soul but I don't mind. I guess I'm more hi-fi than lo-fi. I wish I could write songs half as catchy as what's on this remarkable album. Only one song doesn't blow me away...the honky-tonk, semi-rockabilly "I Won't". But even it's not without it's charm.

I'd suggest this album to anyone that likes power-pop or pop-rock. But definitely not for those looking for the sloppier sound of the twin/tones era.

First off, the re-master itself: Comparing with my original 'Mats CD, the songs don't have that "muddy" sound that were common to CD's at that time. The volume has been brought up a few notches, but I don't notice any clipping (which is what's important). Overall, a definite improvement over the old CD. And the song extras are a welcome addition, of course.

As for the original album tracks themselves, I personally find them to be hit or miss. After "PTMM", everyone was expecting big things and this was supposed to be their crossover album into the mainstream. But, that was not to be. Still, I like Side One a lot, even "We'll Inherit The Earth" (granted, it could have been so much better). And Side Two is still worthy for a listen, if just for "I'll Be You" and the underrated "Darlin' One". I believe it's aged well, all things considered.

This has got to be one of my favorite all time discs by ANYONE - not just the 'Mats. The lyrics - Christ how can you compare this with earlier 'drunken funtime' discs like "Let It Be". DON'T GET ME WRONG here - "Let.." and "Pleased To Meet Me" are EXCELLENT discs in their own right it is just that on "Don't Tell A Soul", Pauly boy puts down his bottle for a minute (you can hear it hit the floor in 'Talent Show' - what a metaphor) and becomes the song writing genius we all knew he could be. Sounds to me that you are all pissed off because this one makes you THINK instead of just DRINK...