After emerging from and defining the Minneapolis music scene of the early 1980s and issuing a series of seminal releases on Twin/Tone, The Replacements signed to Sire Records in 1985. All Shook Down, a stripped-down, largely acoustic set first released in 1990, was their last album for the label, and proved to be their final one as a band as well. While it features lead singer and songwriter Paul Westerberg still making music with his fellow founding members Chris Mars (drums) and Tommy Stinson (bass), the album is generally considered to be essentially Westerberg's inaugural solo effort. Rhino's newly remastered and expanded edition features the original 13-song set plus 11 bonus tracks, including 8 previously unreleased rarities.

In its original review, Rolling Stone noted that, 'All Shook Down is Paul Westerberg's show, and he has always viewed the world with a cynic's eye and a poet's heart.' At the same time, they saluted, albeit bitter sweetly, the disc's sonic return to the 'Mats' garage rock roots: 'the Replacements retreat to the turf over which they once passionately reigned - however reluctantly - and quietly reestablish themselves as the bards of the basements and bars.' Stand-out tracks include 'Sadly Beautiful,' 'Merry Go Round' and the title track. Among the 11 bonus cuts are 8 previously unissued demos, including ones for 'Sadly Beautiful,' 'Happy Town,' 'When It Began' and 'One Wink At A Time.'