This album was originally intended to be band leader 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. It should be noted that with the exception of the acoustic rave-up, "Attitude", the entire band does not perform together on any of the other songs. The album is a more sober (in more ways than one, as Westerberg was in the midst of quitting drinking during production) and low-key effort, along the lines of Rod Stewart's Every Picture Tells A Story album. The basis of most of the tunes lie in the acoustic guitar, with electric guitar fills here and there to add coloring. As always, Westerberg's signature word-play figures heavily into the lyrics.
The band issued promotional-only singles for "Merry Go Round", "Someone Take The Wheel", "When It Began" and "Happy Town".
Chris 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 4th 1991.
The album was remastered and reissued by Rhino Entertainment on September 23, 2008 with 11 additional tracks.