1 Taking A Ride
2 Color Me Impressed
3 Left Of The Dial
4 Answering Machine
5 Help Me Rhonda
6 Garys Got A Boner
7 Dose of Thunder
8 Unsatisfied
9 I Will Dare
10 Johnnys Gonna Die
11 Sixteen Blue
12 Take Me Down To The Hospital
13 Black Diamond
14 I'm In Trouble
15 Kids Don't Follow
16 Can't Remember
17 GO
18 Shores of Montezuma
19 Gary's Got A Boner
20 Goddamn Job
21 Can't Remember
22 Can't Remember
23 Bastards of Young



In 1984, The Replacements were photographed on a roof and they called it LET IT BE. Although it would take me years to get this Beatles in-joke, I took the title at face value, that this was their final record. Well, in some ways, it was. But 1985 yielded another record that was...better? Yeah, you know, it has to be, cause it has "Bastards of Young".

1985: The year of the TIM tour.

The Replacements played the Antenna on November 17th,1985. Me and George Cole were there. George was leaning against the pole that supported the roof above the entire Memphis scene and I was up front yelling for "Bastards of Young". The best song by the best band in the best club. Fellow bastard Eric Page was along for the ride, We had already seen them in New Orleans earlier that year. George, Eric and I were all bastards. None of us knew who are biological fathers were. We had taken many last names, and lately we dubbed ourselves "Batpunks", those who named themselves: George was Brady DeBussy, Eric was Chip Curtis, and I was Dingo Jones.

The New Orleans show was an awakening for me; the loudest show I'd ever heard, and the furthest distance I had ever travelled to see rock and roll. I still remember the fear of being thrown face down into the broken whiskey bottles all around me on the dance floor. I equated whiskey with Yukon Jack, having seen Dio's Black Sabbath / Alvin Lee cross-eyed in 1980 at the Mid-South Coliseum - or worse, the air-borne whiskey bottles of a racially charged David Allen Coe in Tupelo that same year at the Natchez Trace Hall of Fame.

As it was, dancing with strangers, I finally saw the middle class as a tribe of drinkers (and I was the lone eagle). I remember staring with anticipation at a big awkward greaser when Paul sang "Elvis in the crowd, we don't need him tonight". Was he referring to us Memphians cause we were the only sober one's in the house?

George had purchased "Tim" at Sound Warehouse at Poplar and Colonial. He never failed to turn me on to relevant things. The best music I'd ever heard and the worst cover art I'd ever seen. An omen for my generation. I put it on a Maxell cassette at Distemperhouse, probably with REM on the other side. We were older than the other punks who frequented our joint. My '77 Chevette would make the 100 mile trek to my parents country home on weekends so I could wash my clothes and eat home cooking. My mother used lard as a narcotic. Inside my 'vette, "Stink", "Let It Be" and "Tim" were the loudest things I played.

When my dad bought the car three years earlier, all I played was Double Live Gonzo. Somehow "Let It Bleed" was the transition.

Back in New Orleans, we met Tommy Stinson outside the club, all smiles, and petting some local fan's dog. At the bar next door, Bob Stinson had urged us to "drink up and have a good time".

Me and Eric Page were following George's mood, often as not, playing it straight edge that weekend.

That weekend it was a brother act. We didn't meet Paul Westerburg or Chris Mars.

During the fall of 1986, The Replacements returned to Memphis to record PLEASED TO MEET ME.

Earlier that spring, and with Charles Berlin pointing me in the direction of Burlington Coat Factory, I bought the most expensive clothing item of my life: a $150 dollar, black leather motorcycle jacket. Now I could proudly dive from any stage of life. One Saturday night, me and George (and a bunch of Memphis punks (or "MP's") loaded in and went looking for The Replacements, who were in town recording "Pleased To Meet Me." They weren't hard to find - just look for the nearest bar. In our case, it was the Antenna.

Shelley, a Mississippi friend of Ron "Cheapskates" Hale met us at the door (we didn't have enough money to get in that night), and told us we had to meet Paul. That was cool with us. Since we couldn't get in, she brought Paul to the door!

Awkward, so awkward to meet your heroes. We fumbled for cool things to say. We might have mentioned our affinity for brother acts...or how The 'Mat's appearance on Saturday Night Live was recorded on a VHS tape that finally broke from over-use.

Even though we knew, we asked Paul where Bob was. Paul mumbled something about his drinking problem. We compared notes about our AWOL bass player in Distemper and how we could relate. Paul asked us to come inside and have a drink but George didn't drink, and probably wasn't going to start, even for Paul Westerburg. And besides, if we kept talking, we were only going to reveal ourselves to be dumb asses.

We couldn't. "We're broke", we told him.

Paul reached both hands inside his loose pockets and pulled them inside out, producing nothing. Not even lint. What a great way to compare our middle class struggle. We're all in the same fucking boat.

But Bob was 'in the drink'.

This conversation, possibly combined with that years eviction from Distemper House, made me realize I was probably, (sadly?) a man at 23. No matter how loud I played my music, responsibilities (and irony) were creeping in. The disappearance of our bass player became a metaphor for the coming winter. The Scene, as Distemper defined it, was dead. The final straw: My heavy metal girlfriend broke up with me and had a fling with a guy named Tim.


Give me a fucking break.

But there was a silver lining: I began to realize how important it was to 'be" from Memphis. I had Minnesotans to thank for the appearance of Jim Dickinson and Alex Chilton in my pop world. I was living in a city that was worshipped by the artists whom I worshipped. What Memphis meant to others, it now meant to me; a place where rock and roll had been created, where soul had turned to funk with the assassination of MLK.

My home away from Tupelo.

Maybe that conversation with Paul was the personal end of hardcore (for me). Please to Meet Me would make the 'Mat's previous work seem extremely underproduced. And this, I had to get use to. And eventually I would direct Jim Dickinson's only video for which I am very proud. If only I could have done the same for the aloof Mr. Alex Chilton.

But back in '86, I had finally met myself.

I never did meet Chris Mars.


I moved back to Mississippi, apparently so I could hang out at grocery stores and read Spin Magazine. In one of those issues (probably with Bon Jovi on the cover), The Replacements were interviewed. Amongst the brilliant theories that were discussed (as I recall, musings over why poor people listen to metal. country, and hip hop, (but it takes a thriving middle class to keep rock and roll alive). Paul was asked if he were richer now than before, since they had signed with a major label.

Paul reached in his pockets and turned them inside out. This time, he had spare change.


Westerburg came back to play Memphis in the winter of 2005. It was cold outside so I grabbed my old leather jacket. The leather that I bought the year I met Westerburg, the leather that carried me through my punk years. Inside a torn pocket, I stashed my recent movie release, the punk rock, stag loop, twin opus of "Broad Daylight and "Shine On Sweet Starlet". This would make a dandy gift for Paul, should the moment present itself.

George, Eric, and John and I were well-behaved during the show. It was a great excuse to catch up. A Batpunk reunion, of sorts. As the show was ending and the applause was dying out, my pals headed for the exit. I hung around hoping for some kind of encore, a chance to give Paul my movies.

Paul, obviously feeling the effects of something, shuffled back out on the stage, followed by a couple of sound guys who were scrambling to plug his effects back in. Paul did three sloppy rock and roll songs, finishing with "Bastards of Young" before the sound guys could clear the stage. I was sitting close enough to unplug him. Maybe a dozen of us heard it.

Then it was over. Again.

Paul disappeared backstage. But I knew the backstage very well cause me and George had played there several times. I found Paul standing alone in a hallway, a little drunk, bathed in a 40 watt bulb. I introduced myself and handed him my gift. He gazed in silence at the dvd cover, littered with half-naked women. I saw contempt. "It's no uglier than the cover of "Tim", I might have thought - but didn't say aloud.

Awkwardly, I reminded him that I had met him 19 years ago at the Antenna Club. In fact, I had been wearing my very same leather jacket.


Suddenly, Paul grabbed me by the collar and thrust his proud Minnesotan nose into my leather, proclaiming loudly and without a doubt..."...Oh yeah, I remember you."

Hey Paul, You know, Chilton and Dickinson are dead and Dann Penn hates his answering machine.

but I'd really like to make a Paul Westerburg video, perhaps devoid of half-naked women. And you don't even have to be in it.

Mike McCarthy
October 1, 2011

This bootleg is from a local guy named Harris, a pretty decent drummer, I think.