IN THE HALCYON days of do-it-yourself post-punk, the Midwest seemed like a vast expanse of cows and metal thrash units like Minneapolis’ Hüsker Dü and Kansas’ the Embarrassment (“Sex Drive”), and the noise reached as far as California’s agit-prop Minutemen.

The Replacements, whose new album, All Shook Down, comes out Tuesday, also hail from Minneapolis, and they were siphoned into this movement for lack of a better place to stick them. With a caterwauling lead guitarist like Bob Stinson— whose drunkenness served as both calling card and eviction notice—that was hard to argue down. And after the Replacements signed to big-league label Sire, in 1985, hardcore extremists were quick to start shouting “sellout.”

Yet songwriter Paul Westerberg has done nothing but improve. And even as early as Sorry, Ma, Forgot To Take Out the Trash (1981), with cackling barbs like “Customer” (“Uh, where’re the Twinkies?”), he was more than just tinkering with weighty subject matter. “Johnny’s Gonna Die” was about slow-fuse alcoholism, and Hootenanny’s “Treatment Bound,” in 1983, flailed on substance abuse. A lot of Westerberg’s ever-alert observations wrapped themselves in slow tempos that marked Replacements records with greater range than the lethal squall so many other bands could never overdrive their way out of.

On their 1984 garage-pop crowbar Let It Be (with its satirical greatness-in-decline title), Westerberg let fly three ballads that pried his roots-band-posing- as-hardcore from the pack: “Sixteen Blue,” the greatest ode to the dignity of adolescent inferiority since “Every Picture Tells a Story”; “Androgynous,” sexual mis-orientation for Orwell’s banner year; and “Unsatisfied” the best—and most pertinent—Rolling Stones sequel.

The band brought Stinson along to Sire, but the label was as disenchanted with the guitar hero’s bloated sense of his life’s mission as Stinson was with the joke of professional discipline, and the bottle soon claimed him. [He died of organ failure in 1995.] There go the good old days, cried a zillion close-minded geeks who never took the time to decipher “Bastards of Young,” a youth anthem for a generation with no war to be named after.

Now with All Shook Down, Westerberg once again makes his subject his band’s misalliance with pop, hooks it up to marriage (his own) and (guess what) alcoholism, and comes through as our most interesting rocker to peer into middle age. Westerberg’s genre of choice is now acoustic rock, with the occasional ironic party anthem (“Happy Town”), for a middlebrow tone that has never cut more to the quick.

For those who will always want the Replacements to be beer-busting crusty- underwear fuck-ups, this record will further destroy their delusions concerning self-abusive grandeur. But anybody who could pass over last year’s Don’t Tell a Soul and not come away transformed by Westerberg’s assurance with song forms is over-estimating gutter rock to begin with.

Still guzzling wine on stage at the Opera House last year, the Replacements began with “Color Me Impressed,” and they drove home Westerberg’s entire fast-break catalog with no hint he had wrestled with that record’s contours. (Westerberg had revamped what was basically his first solo album into a rocker his band could tour behind.) “I’ll Be You” was another hit that never happened, and, like “Alex Chilton” the year before, it turned into a benediction to an audience of cultists who had hung in there. “People by the millions wait for Alex Chilton” is the cry of a songwriter whose meager success outdistances that of his own hero, and it remains anathema to the kind of commercial pop glory his songs claim by fiat.

As if bored silly by all the categorical misconceptions he seems to inspire, Westerberg has given up trying to please the thrash crowd on All Shook Down, settling into an acoustic rock that flirts with country but never quite gets up the dander to go whole-hog weepy. Even though he uses a fiddle and a crying slide in “Sadly Beautiful,” and a wood flute in the title track, the Replacements still know how to make their guitar rock a lot more varied than it is supposed to sound (without backup vocals). And for the first time, Stinson’s replacement, Slim Dunlap, sounds like a natural fit instead of a fifth wheel.

Until you’ve lived with this record a while, Westerberg’s portraits of women (the opening “Merry Go Round” and “Sadly Beautiful”) don’t seem to mesh with the other major thematic gears he sets in motion. When he notices a woman at an airport bar, her “mail-order ring wrapped tight around a Singapore sling…/ Thinkin’ to yourself it needs some more rum, usin’ me to lean against/Try to hail ambulance,” he’s singing less about someone who instinctively pivots away from the baggage-claim area than he is about someone who can’t drink without flirting (“One Wink at a Time”).

The two songs about marriage convey a hazy fear that only the hitched can relate to. “Nobody” is about the comedy of a wedding where the groom takes everything in as if he were an outsider at his own ritual: “Knees quake, there ain’t a shotgun in the place/You like the frosting? You just bought the cake.” Fortunately, he’s marrying somebody who knows he’s “in love with nobody/And I won’t tell nobody,” so they can keep their insecurity to themselves. Westerberg seems to get married with the same rapt ambivalence that he pursues his career with. In “Someone Take the Wheel,” he makes being married to his band sound like good practice for matrimony.

Westerberg seems to get married with the same rapt ambivalence that he pursues his career with…

His version of marriage might be a comic turn, the couple laughing at the charade their relationship has led their families to. But they have their own, private memories. “My Little Problem,” the proposal, is the funniest pitch since Woody Allen made a proposition to Diane Keaton in Annie Hall. “I’m a man of pieces that you’re never gonna mend,” he offers. “Let’s put it together some way, somehow, something’s wrong, but I guess not now.” And if he thinks being around his wife gets crazy, wait until she takes off for a few days: “Popcorn for dinner, last night it was cheesecake/A little Sleepytime tea spiked with a little heartache” (“Bent out of Shape”).

Being the critics’ darling has yanked some of Westerberg’s best songs out of him, from “Left of the Dial” to last year’s “They’re Blind.” He knows the kiss of death when he smells it. Still, a songwriter this good also knows he’s out-writing more than half the competition, and it rankles him that not sucking up to radio means his records don’t chart. (The Replacements are notorious for not greasing the biz machinery.)

“Someone Take the Wheel” and the title track deal with his overlooked wonder-boy complex. “Actors, authors, artists and thieves, parties where nobody heaves,” he sings, taking a look around him. “Former strippers, junkies, man of the cloth, and we all fell in line and got lost.” Yeah, the plan was to set the world on its ear, as he says, but just where does a garage act stake its place in today’s MTV glitter dome? “Music is pounding out in the rain, and we’re standing in the shadow forever on the brink/Turn it up so I don’t have to fake/I don’t care where we’re goin’,” Westerberg sings in “Someone Take the Wheel,” and he means it more than figuratively.

The best key to the band’s self-awareness comes in “All Shook Down,” where glib Hollywood hype overtakes everything. “The black and white blues, I got ’em in color,” Westerberg groans, as an Oriental flute drifts by in the mix. “Fifth drippin’ week and night/One of the year’s best in sight/They throw us trunks as we’re starting to drown.” It’s hard to tell which upsets him more: the business he abhors, which swallows his songs like so much graft, or the fans who don’t bother to stick with him when he feels like stretching out to make a soft-pedaled record like this one—which may or may not define his future.