1 Merry Go Round
2 One Wink at a Time
3 Nobody
4 Bent Out of Shape
5 Sadly Beautiful
6 Someone Take the Wheel
7 When It Began
8 All Shook Down
9 Attitude
10 Happy Town
11 Torture
12 My Little Problem
13 The Last


Limited vinyl LP repressing of this 1990 album, the final studio release from the College/Alternative Rock superheroes led by singer/songwriter Paul Westerberg. ALL SHOOK DOWN was originally intended to be front man Paul Westerberg's solo artist debut. As a result of it's initial intent, the album is marked by numerous session, side and journeyman-musicians, supplemented by the three other 'Mats themselves. Replacements bassist Tommy Stinson plays bass and sings backup vocals on a number of the tracks, while guitarist Slim Dunlap and drummer Chris Mars appear on a few tracks each.

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