All Shook Down is the seventh and final studio album by the band The Replacements, released on September 25, 1990.
This album was originally intended to be front man Paul Westerberg's solo artist debut. As a result of its initial intent, All Shook Down 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. John Cale, formerly of the Velvet Underground, plays viola on "Sadly Beautiful". The only track featuring the entire band performing together is the acoustic rave-up "Attitude".
The band issued promotional-only singles for "Merry Go Round", "Someone Take The Wheel", "When It Began", and "Happy Town". "Merry Go Round" was the band's most successful Modern Rock Tracks single, reaching #1 for four non-consecutive weeks.
Mars left the band in November 1990 (his last appearance as a Replacement being in the "Merry Go Round" video) and Steve Foley filled in on drums for the six-month All Shook Down Tour of 1991. The band were nominated for the Best Alternative Video and Best Special Effects categories at the 1991 MTV Video Music Awards for the claymation/live action music video for "When It Began". The band played its last show on Independence Day, July 4, 1991 at Chicago's Grant Park. They also received a nomination for a Grammy Award for Best Alternative Music Album.
The album was remastered and reissued by Rhino Entertainment on September 23, 2008, with 11 additional tracks.