Don't Tell a Soul is an album released in 1989 by The Replacements.
The album was a stylistic change from their previous albums. 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.
The videos for Don't Tell a Soul ("I'll Be You" 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. The song "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.