Inside the debauched recording session that hastened the end of the Replacements

The little-known story behind the recording of the penultimate record from the legendary alt-rock pioneers

The Replacements (Chris Mars, Paul Westerberg, Slim Dunlap, and Tommy Stinson) pose together.
(Image credit: CORBIS)

As they worked on the final version of "Asking Me Lies" — which would eventually emerge as the seventh track on the Replacements' 1989 album Don't Tell a Soul — guitarist Tommy Stinson got into an argument with the album's producer, Tony Berg. Enraged and out of patience, Stinson hurled a half-gallon of gin through the studio window. The mayhem could have ended there, but frontman Paul Westerberg — inspired by his bandmate's anger — decided this was as good a time as any to torch the remains of the Gibson guitar he had already smashed earlier in the session.

That wild incident was par for the course during the Replacements' 10-day recording session in 1988, which is now commonly known as the Bearsville Sessions.

Bearsville Studios — an ostensible paradise for musicians looking to focus on their work away from the bustle of the regular world — was located in the middle of the woods, just west of Woodstock, New York. It was founded by Bob Dylan's manager Albert Grossman in 1969, and once hosted artists like Jeff Buckley, R.E.M., the Rolling Stones, and the Psychedelic Furs. There were multiple studios on the grounds, and cabins for the bands to stay in while recording. It was about a two-hour drive from New York City and considered by many a retreat meant for relaxation while working on albums.

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This did not turn out to be the case for the Replacements.

The band's stint at Bearsville came at a pivotal time. Their 1987 album Pleased to Meet Me had just sold more than 170,000 copies — solid but unexceptional. Worse, they had just come off a somewhat disastrous tour, and were under increasing pressure to record a true hit album. To help that process along, record label Sire devoted $300,000 for the Replacements' next album.

"It was sort of a clock ticking at that point," says Bob Mehr, whose book Trouble Boys: The True Story of the Replacements, published earlier this month, sheds new light on this fraught time in the Replacements' history. "The band was almost 10 years old, and there was a sense within the group that this was their third shot with a major label. And there was a hope, or a thought, that your third record was supposed to be your breakthrough. That sense and that pressure was hanging over the whole project at that point."

But even with the budget in place, who would produce the album? Finding a producer was always a problem for the Replacements. Even when the budget was locked down — never a sure thing — there was the ever-present question of whether a producer would be able to tolerate the unpredictability of the band, and whether the band would be able to tolerate the constraints imposed by the producer.

Tony Berg, a well-regarded but relatively new talent, got the job. But there was a catch: Berg could only squeeze in the sessions during a break between other projects, so the Replacements arrived with a very limited timeframe to record.

The Replacements wasted no time in showing their inexperienced producer who was really running the show. Despite a warning from the studio's manager, Ian Kimmet, they barged in on Berg and his family during dinner, helping themselves to the catered food spread out over table.

This was the beginning of what would become Berg's trial-by-fire in the recording industry. Despite the tension, Berg saw the potential in Westerberg's songwriting, and spent the first couple of days going over songs with him — and without the rest of the band. Westerberg was "getting to the point where he didn't know if the Replacements were the vehicle with which he would find success," says Mehr. "At the same time, his songwriting was evolving in a way that his best material was no longer the best material for the band."

The Replacements started off their 12-hour days with burgers and beer. Guitarist Slim Dunlap, who had been in a minor car accident with the rest of the band while at Bearsville, complained about back pain and was able to get a prescription of the muscle relaxer Flexeril. He shared it with the rest of the band, who tended to wash the pills down with plenty of liquor. To properly initiate Berg into the world of the Replacements, they also loaded him up with alcohol and pills. Berg hoped joining in the partying would help solidify their working relationship for the days ahead. It didn't.

"It didn't matter who tried to produce that record, they were going to face a lot of difficulty," says Mehr. "Whether it was George Martin or Jesus Christ, they were faced with a group that was at a point in their career when there was a lot of internal and external pressure for them to have a hit."

Because they weren't used to such a secluded environment, the Replacements "had come down with cabin fever, a la The Shining," as Mehr puts it in his book. They dealt with their boredom by spending their evenings playing a game they called "dodgeknife" — a variation on dodgeball that relied on knives instead of balls. In the midst of another game they liked to call "Dare Ya," Stinson dared Westerberg to walk across the studio console — a $25,0000 piece of equipment that had been custom-built for the Who. Westerberg accepted, jumped on top with his bottle of Jack Daniels whiskey, and walked across it.

And that's when things got really ugly. Berg became enraged and began screaming at Westerberg. Westerberg, of course, screamed back. As the argument spilled over into other areas of the Bearsville campus, the members of Metallica — on their own secluded retreat to record the album …And Justice for All — sat quietly eating at the nearby canteen, collectively deciding they'd rather stay out of whatever was going on.

The fight only ended, perhaps inevitably, when someone was seriously injured. Berg hurt his knee as he fell down a flight of stairs, and as the fight ended, so did the ill-fated Bearsville Sessions. Berg was done with the Replacements, and the Replacements were done with Berg. (Berg has since become an enormously successful record producer, with clients that include Edie Brickell, X, Nanci Griffith, and Animal Logic, among many others.)

Having already invested more than $70,000 into the Bearsville Sessions, Sire hired producer Matt Wallace to finish the album. The band flew out to Los Angeles, and eventually Minneapolis, to rerecord tracks in the wake of Bearsville. "The Bearsville scenario tell you a lot about the pressures and how this band reacted to that in particular. It was the make or break record," says Mehr.

The isolation that had led to so many hit records had been exactly the wrong kind of pressure cooker for the Replacements. Being alone in the woods — away from the bars, girls, and distractions of city life — they were forced them to think about the band and its future. Don't Tell a Soul may not have been the band's last album, but it did mark the end of their adolescence.

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