REM #11: Up

Release Date: October 26, 1998

Members: Michael Stipe (vocals); Peter Buck (guitars); Mike Mills (bass, keyboards)

Additional Musicians: Scott McCaughey (keyboards, percussion) Joey Waronker (drums); Barrett Martin (drums)

Produced by Pat McCarthy & REM

Side One: Airportman; Lotus; Suspicion Hope; At My Most Beautiful; The Apologist; Sad Professor; You're in the Air

Side Two: Walk Unafraid; Why Not Smile; Daysleeper; Diminished; Parakeet; Falls to Climb

With the departure of drummer Bill Berry, REM continued on as a trio, employing a handful of session musicians on keyboards and percussion. Up was recorded throughout 1998, with members working more as individuals and exploring electronica sounds under the influence of Radiohead. Barely on speaking terms at times, it took a three-day retreat in Idaho for the band to air out their differences and deciding whether to continue. 

Up opens with "Airportman", a gently melodic soundscape of electronica, influenced by Krautrock. "Lotus" introduces the spiritual themes on the record, with its surreal lyrics and pop-electric sound. "Suspicion" is in a neo-psychedelic mode, with stream of consciousness lyrics, in one of Stipe's most evocative vocals yet. "Hope" borrowed its melody from Leonard Cohen's "Suzanne", lyrically the song is directed at someone unsure if they should go in the science or religion route in trying to make sense of mortality.

"At My Most Beautiful" is a pristine piano ballad inspired by Brian Wilson. Aural waves and reverb sustain "The Apologist," with its moody themes of compromise and control. "Sad Professor" is a character sketch of melancholia similar to REM's earlier interest in eccentric characters. 

"You're in the Air" is a love song, baroque, and haunting thought Stipe's vocal. "Walk Afraid" marinates in existential angst, a secular prayer. "Why Not Smile" drowns in earnestness and honesty, which makes the sentiment even sadder. "Daysleeper" offers poetic reflections on modern life, globalization eating away at the soul of Gen X, prescient in its sentiments and somewhat reminiscent of "Fakin It" by Simon and Garfunkel. "Diminished" is the longest track at six minutes, lyrically ambitious with more wordplay and striking imagery, in the fadeout Stipe performs a fragment of "I'm Not Over You." 

"Parakeet" is a metaphorical in how we can trap ourselves, "Falls to Climb" brings the introspective themes of Up to a proper conclusion. 

Up offers a variety of dreamy melodies and rich themes. Musically, REM was updating their sound with elements of Brit Pop and electronica, while maintaining their thematic preoccupations on life and how to live it. Stipe continued to expand his vocal range, often inhabiting the characters in the songs. New Adventures in Hi-Fi was their farewell to the 1990s, Up had them looking forward to the 2000s. Record sales declined in the US, but the record performed better in Europe. With their days of mainstream success behind them, Up signaled REM was settling into becoming a niche band.