Two albums into their major-label contract and the Replacements had yet to have a hit — they racked up some respectable sales but they were still a cult college band, never coming close to the Top Ten success R.E.M. had with Document. This lack of hits certainly weighed heavily on the band's label, which exerted a slightly heavier pressure than the chorus of fans and critics lamenting the group's lack of success, but all of this pressure from supporters and suits led the band to place a big bet on Don't Tell a Soul, a highly lacquered dilution of the 'Mats that is as misguided a crossover attempt as can be imagined. Matt Wallace's enormous, bottomless production — as fathomless and dull as a muddy lake — is merely a symptom of the illness that infected the Replacements during the making of Don't Tell a Soul, an illness that left the bandmembers with little sense of themselves. Blame for this can't be placed on the shoulders of Slim Dunlap, a Minneapolis rock fixture belatedly replacing Bob Stinson almost four years after his departure, as the guitarist is an easy, comfortable fit, lending nice country grace notes to ballads and goosing rockers with understated leads. So, does the blame for Don't Tell a Soul lay at the feet of Paul Westerberg? In part, yes, but not because the lead Replacement comes up with a set of substandard songs. Yes, a couple of his worse numbers are here — none more egregious than the bewildering ham-fisted funk of "Asking Me Lies," and the muddled anthem "We'll Inherit the Earth" isn't far behind — but so are a couple of his finest, including the lovely "Achin' to Be," the haunted "Rock 'n' Roll Ghost," the sweetly self-mythologizing "Talent Show," and "I'll Be You," whose urgency masks its melancholy.

Taken as an overall set of tunes, though, the songs on Don't Tell a Soul reveal a writer who is becoming self-conscious of his role as a writer, over-thinking his constructions and rewriting too carefully, dampening the over-spilling emotion that was always one of his finest characteristics; he's writing with his reputation in mind. Perhaps such overly considered songs deserve an overly considered production, but Wallace's inflated renderings of Westerberg's fussy tunes are absurdly large, pointing out that Westerberg's ballads always were endearing because they were fragile, an element acutely missing from Don't Tell a Soul. But what's really missed here is any sense that this is the work of a band: this is a record that's been assembled track to track, lacking any spark or spontaneity. This is what the Replacements would sound like if they weren't a rock & roll band, something that is painfully evident on the one straight-ahead rocker, the stiff and embarrassing "I Won't," a tune that the 'Mats could have tossed off with abandon at any other time. "I Won't" is one of only a handful of songs with a sprightly tempo, as the rest of the record ranges from anonymous album rock to mannered writerly ballads. The other fast one is, of course, "I'll Be You," the song that did manage to crawl into modern rock charts and pop up on MTV, but it failed to bring the record any further up the charts. Ultimately, that's the saddest thing about Don't Tell a Soul: it's a transparent sellout that failed to sell.

(by Stephen Thomas Erlewine, All Music Guide)