In 1988, the Replacements met Tom Waits. Unsurprisingly, they got really drunk together, but they also had an impromptu studio session, which resulted in a B-side. Many years later, more of the recordings were unexpectedly included on a digital-only release.
At the time, Waits had recently been talking up the band during interviews. The man liked the cut of their jib, their unpredictability: “They’re question marks.” Replacements leader Paul Westerberg had been a Waits fan for years, and told the press that the loungey “Nightclub Jitters” (from 1987’s Please to Meet Me) was inspired by Waits and the liquored-up beatnik persona he embodied on his ‘70s records.
During the late summer of ’88, the Replacements began recording at Cherokee Studios in Los Angeles, for what would become their seventh album, Don’t Tell a Soul (1989). While on a break, the unit learned a label rep they were friendly with was working with Waits. Westerberg jumped at the chance to meet Waits, and a gathering was arranged.
The band got together with Waits and his wife and collaborator Kathleen Brennan at the Formosa Café in West Hollywood. Though Waits and Westerberg could both be shy in such situations, they hit it off grandly. Waits was particularly enamored of [guitarist Slim] Dunlap, who seemed like a character straight out of one of his own songs.
The band invited Waits back to Cherokee to hear their new tracks. “Waits’ wife was with him, and he was being really mild-mannered,” recalled Matt Wallace [producer of Don’t Tell a Soul]. “And the band is drinking a lot, of course.” Around midnight, Brennan got tired and taxied home. The moment she left Waits reached for a bottle of Jack Daniel’s and began chugging. “And he just turned into Tom Waits,” said Wallace. “It was like Dr. Jekyll to Mr. Hyde.” (from Trouble Boys: The True Story of the Replacements)
In spite of (or because of?) their inebriated condition, they managed to capture a number of songs, drinking and recording until the break of dawn. Over the course of the evening, they tried out each other’s material, with Westerberg singing “Ol’ 55,” the Waits composition famously recorded by the Eagles, while Waits took on “If Only You Were Lonely,” the B-side of the Replacements’ debut 45. They even played a new Replacements song, “We Know the Night,” with Westerberg, Waits, and Replacements bassist Tommy Stinson all chiming in vocally.
They also jammed, resulting in one they’d call “Lowdown Monkey Blues,” in which Westerberg and Waits improvised the lyrics (with Westerberg throwing in a bit of the Replacements rarity, “Hear You Been to College”), and the gospel stomper, “Date to Church,” featuring some mighty-fine eulogizing courtesy of Waits. The latter would later appear as the B-side of “I’ll Be You,” the first single from Don’t Tell a Soul.
Note the songwriting credit.
Over the ensuing years, Westerberg occasionally talked publicly about the session with Waits, claiming someone involved had the only copy of the recordings, though he didn’t say who had the tape.
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