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The Replacements' history began in Minneapolis in 1978, when nineteen-year-old Bob Stinson gave his eleven-year-old brother Tommy Stinson a bass guitar to keep him off the streets. That year Bob met Mars, a high school dropout. With Mars playing guitar and then switching to drums, the trio called themselves "Dogbreath" and began covering songs by Aerosmith, Ted Nugent and Yes without a singer. One day as Westerberg, a janitor in U.S. Senator David Durenberger's office, was walking home from work, he heard a band playing in the Stinsons' house. After being impressed by the band's performance, Westerberg regularly listened in after work. Mars knew Westerberg and invited him over to jam. Westerberg was unaware Mars drummed in Dogbreath.

Dogbreath auditioned several vocalists, including a hippie who read lyrics off a sheet. The band eventually found a vocalist, but Westerberg wanted to be the singer and took him aside one day to say, "The band doesn't like you." The vocalist soon left and Westerberg replaced him. Before Westerberg joined the band, Dogbreath often drank and took various drugs during rehearsals, playing songs as an afterthought. In contrast to the rest of the band, the relatively disciplined Westerberg appeared at rehearsals in neat clothes and insisted on practicing songs until he was happy with them.

"They didn't even know what punk was. They didn't like punk. Chris had hair down to his shoulders," Westerberg chortled to an interviewer. But after the band members discovered first-generation English punk bands like the Clash, the Jam, the Damned and the Buzzcocks, Dogbreath changed its name to the Impediments and played a drunken performance without Tommy Stinson at a church hall gig in June 1980. After being banned from the venue for disorderly behavior, they changed the name to the Replacements. In an unpublished memoir, Mars later explained the band's choice of name: "Like maybe the main act doesn't show, and instead the crowd has to settle for an earful of us dirtbags....It seemed to sit just right with us, accurately describing our collective 'secondary' social esteem".

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