*** 1/2 THE REPLACEMENTS "All Shook Down" Sire : Albums are rated on a scale of one star (poor) to five stars (a classic).

In which Paul Westerberg completes the progression from unruly rocker with a tender heart to tender-hearted tunesmith given to rock spasms. "All Shook Down" erupts periodically with patented Replacements release, but it's defined by songs like "Sadly Beautiful," which carries a deep country sweetness on a wisp of country form, and "Last," a swingin' little number from Paul's piano bar.

There are guest stars all over (including John Cale, Johnette Napolitano and Los Lobos' Steve Berlin), but the music is relaxed, stripped-down and informal: It sounds as if it's falling into place on the spot, and you can sense musicians surprising and prodding each other. The combination of acoustic bedding, electric riffing and hard, loose drumming is pure Kinks, and the band taps a similar vein of wistfulness and crunch.

Ultimately, "All Shook Down" is a showcase for Westerberg's song craft and his weirdly virtuosic vocal performance. It sounds like the end of a long day--literally and metaphorically--and Westerberg is reflective and unguarded, registering the lyrics' every emotional tug and texture. His voice is a rough, weary croon with a Lennonesque bite, and as he considers mysterious women, knotted relationships and dashed idealism, it breaks and trembles, sighs and yawns, grumbles and soars.

Call it hard-core naturalism, combine it with his ability to evoke ache and longing, and you have a record that's sadly beautiful indeed.

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