Don't Tell a Soul is the sixth studio album by The Replacements, released on February 1, 1989. It was the first with guitarist Slim Dunlap, replacing Bob Stinson. The band sought a more polished sound, recording at Prince's Paisley Park.
The album peaked at number 57 on the Billboard 200, their highest chart position at the time. It includes the singles I'll Be You, which reached number 1 on the Modern Rock Tracks chart, and Achin' to Be. Sales were modest but reviews were positive.
Production faced tensions; producer Matt Wallace was temporarily fired and later reinstated. The final mix was criticized by some fans for being too clean. Despite this, the album is seen as a transitional point in their career.