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Although Don't Tell a Soul sounded like a Replacements record, it felt like a Paul Westerberg album. All Shook Down continues that trend -- it's a Replacements record only in name. Recorded with a variety of session musicians and sporting no individual credits, All Shook Down emphasizes the songs, not the band, and it's a weary, beaten set of songs. Despite a handful of forced rockers -- especially the downright embarrassing Johnette Napolitano duet, "My Little Problem" -- the album is a low-key and primarily acoustic set, finding Westerberg knowing that the band is over and wondering where it all went wrong. While All Shook Down doesn't have any nakedly emotional stunners like "Answering Machine" or "Skyway," it has a unified atmosphere and an off-the-cuff, unpretentious feel which comes as a relief after the weighty ambitions of Don't Tell a Soul. It also has a number of excellently crafted songs, ranging from the wistful "Sadly Beautiful" and the druggy "All Shook Down" to snappy pop/rockers like "Merry Go Round," "When It Began," and "Happy Town." As the loungy closer suggests, the record is meant to be "The Last," and few bands ended their career in such a knowing, worn-out fashion.