All Shook Down is the seventh and final studio album by the American rock band The Replacements, released on September 25, 1990, by Sire Records.

As a result of its initial intent, All Shook Down is marked by numerous session, side and journeyman musicians, in addition to the three other Replacements.

[citation needed] Of the other musicians, notable contributors include John Cale, formerly of the Velvet Underground, who plays viola on "Sadly Beautiful",[2] and Johnette Napolitano of Concrete Blonde, who duets with Westerberg on the song "My Little Problem".

Drummer 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 album was remastered and reissued by Rhino Entertainment on September 23, 2008, with 11 additional tracks and liner notes by Peter Jesperson.