R.E.M.: Up (25th Anniversary Edition)

In February 1999, R.E.M. walked into a Los Angeles nightclub to tape an episode of Fox’s prime-time drama Party of Five. “Who would have thought we’d ever do stuff like this?” bassist Mike Mills quipped of their cameo. But then, the veteran alternative rockers were at an unexpected point in their career. Their appearance on the show was meant, in part, to promote Up, their exploratory 11th album, released just three months prior. By the time R.E.M. filmed the segment, it was clear that Up was dead in the water. “Daysleeper,” its lovely, lilting first single, had been their first lead single not to reach the Top Ten on Billboard’s Modern Rock charts, and “Lotus,” the hardest rocking cut on the record, barely scraped both the Modern and Mainstream Rock charts.

With hindsight, it’s clear that Up was a transitional record, the pivot point between R.E.M.’s reign as the biggest band in the college-rock underground and their subsequent act packing arenas. A dense, adventurous record, Up—newly reissued in an expanded 25th-anniversary edition that includes the Party of Five live recording as a second disc—seems designed to play directly to longtime fans predisposed to follow the group wherever it leads. Heavy on atmosphere and leisurely in pace, it requires close attention. Yet somehow Up wound up alienating followers enamored of R.E.M.’s jangle and chime as well as recent listeners brought aboard by the earnest introspection of Automatic for the People and overdriven fuzz of Monster.

That’s quite a trick, and, in some respects, the alienation was intentional. Fresh from re-upping their contract with Warner Bros.—in the fall of 1996 they inked a deal for a reported $80 million, a staggering amount for a group that crawled out of the Athens scene of the 1980s—guitarist Peter Buck and bassist Mike Mills were eager to continue the explorations of New Adventures in Hi-Fi, the 1996 album largely recorded while touring Monster in 1995. They immediately faced a significant roadblock: At the inception of the sessions for Up, drummer Bill Berry left the band. Berry’s decision was understandable. He had suffered an onstage brain aneurysm in 1995, a health scare that prompted him to hang up his rock’n’roll shoes and retire to a farm in Georgia.

Berry’s departure threw the band’s dynamics off balance. They’d long ago settled into a familiar working rhythm: Buck and Berry workshopped material in the studio prior to Mills’ arrival, and the trio would then hand over tracks to singer Michael Stipe. Buck had already been seeking new sounds, amassing old keyboards and drum machines prior to the start of the album sessions. Once recording was underway, Buck, on bass, started each day laying down tracks with drummer Barrett Martin and multi-instrumentalist Scott McCaughey, while Mills added color and textures with keyboards. Stipe suffered a massive case of writer’s block toward the end of recording, leaving the rest of the band to tinker with overdubs and mixes as they waited for the vocals. Navigating such shifts would be tricky under any circumstances, but R.E.M. also switched producers from Scott Litt, who had helmed every one of their records since 1987’s Document, to Pat McCarthy, a sympathetic collaborator who helped facilitate Buck’s experiments with electronics, achieving sounds that, while not out of step with the alternative rock of the late 1990s, were still new to R.E.M.

R.E.M. pushed their machines to the forefront on “Airportman,” a song that Mills insisted on having as Up’s opening track—“like a signpost,” he said: “‘This way lies madness.’” If Up never quite succumbs to derangement, “Airportman” nevertheless serves as a fitting keynote for an album about being in transit, moving inexorably from one location to the next. The forward motion isn’t without pauses. Up often digresses, lost in its own ambience and introspection. Partway through the record, a series of hushed, elongated songs skirts the edges of a drone for nearly 20 minutes, a span as long as a mini-LP. Sometimes, it seems as if Up was sequenced as a series of interlocked EPs: The first third contains the brightest, hookiest material; the second segment ( from “The Apologist” to “Why Not Smile”) is the darkest; and the final stretch splits the difference between the two extremes.

Undercutting that sequencing is the fact that each song sounds both like a beginning and an ending. The album’s elliptical flow makes it appear that the band keeps returning to the starting line. Succumbing to the era’s propensity for CD bloat didn’t help matters: The record expands and contracts for over an hour, then abruptly finishes with “Falls to Climb,” an elegiac number that plays like neither a conclusion nor an epilogue. The almost arbitrary ending supports Buck’s contention that “Up never really did get finished.”

The Party of Five set that rounds out the 25th-anniversary reissue shows the band making tentative steps back into the light: Surrounding Up material with older hits, R.E.M. sound relieved to be entertaining an audience, their levity and muscle giving such cloistered songs as “Walk Unafraid” and “The Apologist” space to breathe. But as welcome as it is, the Party of Five disc winds up emphasizing the curious nature of Up, as the point where interpersonal tensions collided with broader cultural shifts.

Aligning themselves with the artier elements emerging in the wake of the ’90s alt-rock explosion—the electronics can’t help but suggest Stereolab, while the Beach Boys fascination recalls the baroque indie pop of the High Llamas—Buck and Mills celebrated esoteric sounds at a time when Stipe’s words grew increasingly direct. The slight dissonance between the two approaches adds intrigue, particularly because it’s never resolved. An undercurrent of tension runs beneath the album's best moments. “Suspicion” simmers sensually; “Hope” hums along to an understatedly urgent pulse; “Why Not Smile” summons a glimmer of hope in sadness; and “At My Most Beautiful” channels its debt to Brian Wilson into an uncommonly open-hearted love song.

Another point of tension: After having grown their fanbase exponentially in the previous years, with Up R.E.M. introduced a newly nuanced sound to a public that wasn’t much interested in subtlety. In the waning years of the ’90s, the alt-rock explosion winnowed down to radio-ready rockers, nascent rap-rockers, and cutesy novelties, leaving little space for a record as willful as this one. Up isn’t challenging, exactly, but R.E.M. nevertheless demands that the audience meet them on their own terms. At the time, the album’s maze of byways, detours, and dead ends may have left many fans by the roadside, but a quarter century later, it serves as a fascinating reminder of a moment where the band’s future was anything but settled.

All products featured on Pitchfork are independently selected by our editors. However, when you buy something through our retail links, we may earn an affiliate commission.

R.E.M.: Up (25th Anniversary Edition)