I’ll Be You :: The Replacements
from the album, Don’t Tell a Soul

I’ll Be You was the lead single from The Replacements’ seventh studio album Don’t Tell a Soul in 1989, and was written by lead singer Paul Westerberg. It became the band’s first and only Billboard Hot 100 appearance, peaking at # 51 and reaching the top of both the album rock and modern rock charts.

Don’t Tell a Soul was a stylistic change from their previous albums when released in 1989. Where Tim and Pleased to Meet Me could be classified as alternative or punk, this album was more of a straightforward rock album. Reviewers noted the music’s more mature themes and increasing disillusionment, along with a more private outlook. 

The album marked the debut of guitarist Bob “Slim” Dunlap, who filled the slot of Bob Stinson.

Even the videos for Don’t Tell a Soul – I’ll Be You (see above) and Achin’ To Be – were more traditional.

The album was produced by Matt Wallace and the band and was recorded at Cherokee Studios in Los Angeles. The band originally started recording for the album with producer Tony Berg at Bearsville Studios in Woodstock, New York. After enough material was recorded to fill out an album, the band decided to scrap the recordings because they were not happy with the raw, loud sound.

I’ll Be You was the only hit single off the album.

The album was remastered and reissued by Rhino Entertainment on September 23, 2008 with 7 additional tracks.

The line, “Left a rebel without a clue” was later appropriated by Tom Petty into his hit, Into the Great Wide Open, in 1991. The Replacements opened for Petty on tour in 1989, his last tour before beginning the album on which Into the Great Wide Open appears.

Editor’s Note: I fell in love with this album, and this song, in 1989. My cassette of Don’t Tell a Soul bounced around in my car for months, often in constant “car concert” rotation. This was an era in my life where I was trying on different “personalities” and seeing which side of myself fit best. In that rather chameleon-like state of mind this song’s message deeply resonated with me; plus, it was a damn good song to drive around, and sing-a-long to.

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