One of the year's most unexpected box sets - The Replacements' Dead Man's Pop, an alternative look at the band's 1989 album Don't Tell a Soul - has turned out to be one of its most exciting. The hell-raising Minneapolis rockers have proudly told the tale of stealing a clutch of tapes from their onetime home of Twin/Tone Records and chucking them into the Mississippi River back in 1987.  But happily, the 'Mats and their associates were more careful about subsequent masters, and the next year, held onto the stash of tapes that now provide the basis of this 4-CD/1-LP set from Rhino.

The title of Dead Man's Pop derives from frontman Paul Westerberg's observation about the original album: "By the time we made that record, the band had been around for ten years. Everything had changed. It seemed like we had two choices. One was to be punks on our way out the door...the other was to follow suit and get a hard rock sound - which we weren't really about. The truth was, we liked pop music: catchy melodies and simple songs. But to write real pop music in that era, you were dead. You were makin' dead man's pop." Indeed, Westerberg, Slim Dunlap, Tommy Stinson, and Chris Mars were even less about pop circa 1989 - drum machines, sleek synthesizers, and so on - than they were about so-called "hard rock." Westerberg, the band's chief songwriter, had also sensed a maturation in his songwriting after a particularly excessive tour in support of the Pleased to Meet Me album. His new material would comprise The Replacements' sixth overall album and third for Seymour Stein's fabled Sire label, Don't Tell a Soul. While not fully of a piece with the band's past work, it remains their best-selling album as well as one of the most acclaimed. Yet Westerberg and co. were never fully satisfied with its sound as mixed for a radio-friendly, contemporary-circa-1989 sheen by Chris Lord-Alge. (It should be noted, however, that Lord-Alge gave the band what they wanted - a hit - when "I'll Be You" became a Mainstream Rock chart-topper.) This new box represents their desire to right that wrong.

The first disc features a new mix of Don't Tell a Soul by original producer Matt Wallace, based on his jettisoned 1988 Paisley Park mix.  This new version, Don't Tell a Soul Redux, is presented on CD and 180-gram LP in the box. Wallace revisited the tracks (recorded in Los Angeles, primarily at Cherokee Studios) from top to bottom: correcting the speeds of songs that had been sped up, downplaying the use of audio trickery (even being judicious as to the application of reverb) and subsequent overdubs, rediscovering original drum parts and vocals not used by Lord-Alge, and dramatically altering the sequence.

Redux's stripped-down approach reveals a rawer, more organic record emphasizing the virtues of "catchy melodies and simple songs." It's not a pop record per se - The Replacements were always too much of a ragged rock-and-roll band for that - but Wallace's mix allows the tight songs to come into their own, from the reflective "Talent Show" to the would-be anthem "We'll Inherit the Earth." His mix is clean but not overly polished throughout, and only occasionally startling, as on the slower "I'll Be You." He also gives more breathing room to the individual contributions of each band member.

Fans of the 1989 Don't Tell a Soul shouldn't be worried; thoughtful tracks like "Achin' to Be" are still thoughtful, while edgier cuts like "Darlin' One" is still edgy with feedback and its murkier sound. The album remains one of the 'Mats' most eclectic, from the primal garage rocker "I Won't" to the mellow, doo-wop-flavored record biz lament "They're Blind"(slowed down by Wallace and more affecting for it), to the Jackson 5-inspired funk-pop of "Asking Me Lies." In the new sequence, the riff-heavy punk attack of "Anywhere's Better Than Here" leads into "Rock and Roll Ghost" as the closing track, and that haunting ballad ends the album on a somehow appropriately elegiac note. "We don't know until we're gone/There's no one here to raise a toast," Westerberg sang prophetically. While one more album would be released by The Replacements (1990's All Shook Down), Don't Tell a Soul was the beginning of the end for the band.

The story, though, doesn't really begin with Wallace's remix on CD 1. It begins with the recordings made with producer Tony Berg at New York's Bearsville Studios which open CD 2, We Know the Night: Rare and Unreleased. The Bearsville sessions were largely undisciplined and ultimately unfinished, leading to the producer and band parting ways. But Berg, fearing a repeat of the Mississippi story, held onto the tapes, knowing that - despite the strife - they contained gems. A couple of the Bearsville tracks (the moving, semi-autobiographical "Portland" and the clattering, brisk "Wake Up") first appeared on the 1998 Reprise anthology All for Nothing/Nothing for All and then again in 2008 on Rhino's 2-CD edition of Don't Tell a Soul; here, they're presented in alternate mixes and placed in valuable context. The second disc is stuffed not just with the Bearsville recordings but also with a host of demos, outtakes, and most fascinatingly, a boozy, late-night jam session with Tom Waits. All but two of these twenty tracks are previously unreleased.

The Bearsville tracks find the band experimenting with lyrics, melodies, tempos, and moods, though many would certainly have been strong enough to warrant release at the time. Berg's productions of "I'll Be You" and "Achin' to Be," have the makings of the commercial sound that the band and label were seeking, even though the songs and arrangements were still evolving. (Part of the outtake "Portland" ended up in "Talent Show.") Other cuts, like "They're Blind" and "Rock and Roll Ghost" are sparse and demo-like. Yet the Bearsville sessions seem fairly tight, the taint having come from the behind-the-scenes strife rather than the music produced.

The Waits tracks - raw, unproduced, and complete with inebriated banter - offer a tantalizing glimpse of what a full-blown, "serious" collaboration between the artists might have been like. These tracks aren't release-worthy in the traditional sense but make for a fascinating, fly-on-the-wall curio in the context of this collection. (And as his last studio album was released in 2011, any "new" Waits on disc is a welcome treat for his fans.) Westerberg and Waits, jointly credited for the loose "Lowdown Monkey Blues," sure sound like a mutual admiration society as they laugh through the track. Waits also appears on a ramshackle rendition of Westerberg's "If Only You Were Lonely" and both a rehearsal and full band track of "We Know the Night." Waits sounds game and even full-throated as he brings his whiskey-and-razors voice and trades off lines on Westerberg's catchy, impressionistic shuffle. A sing-along on the Billy Swan oldie "I Can Help" is also included. This isn't The Great Lost Tom Waits Album, but as a memento of a band expressing its admiration for a maverick artist and joining him for some spirited studio fun, it's an enjoyable listen (once!).

The final two CDs in the box set preserve the band performing live in Milwaukee during the "Don't Tell A Soul Tour." A handful of tracks from the concert originally appeared on the promo-only EP Inconcerated Live (1989), but the lion's share of the 29 songs included have never been released. The entire concert has been newly mixed by Brian Kehew, who brings the same intuitive feel for live shows as he did to the summer's gargantuan Woodstock box set. The 'Mats sound sharp and even professional during the set, engagingly performing most of Don't Tell a Soul ("Talent Show," "Back to Back," "Anywhere's Better Than Here," "Achin' to Be," "Asking Me Lies," "I'll Be You," "Darlin' One," "I Won't," "We'll Inherit the Earth") as well as favorites like "Alex Chilton" and even a cover of 101 Dalmatians' "Cruella de Ville" reprised from a Disney tribute album.

The set is in the same 12 x 12 LP-sized format as Rhino's recent sets for The Doors and Ramones. The 20-page booklet is happily packed with text, including two comprehensive essays by Bob Mehr and one from Matt Wallace. Justin Perkins has nicely mastered everything in the set, while Chris Bellman at Bernie Grundman Mastering cut the lacquers for the vinyl of Wallace's new mix.

The original Don't Tell a Soul reflected The Replacements coming to terms with the style of the period; Dead Man's Pop is a more timeless spin on the same record - and surprisingly, much more alive with unvarnished energy and raw emotion.

Dead Man's Pop is available now at Amazon U.S. / Amazon U.K. / Amazon Canada and Rhino.com!