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Music / Up (R.E.M. Album)

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"Save me from myself again."

Up, released in 1998, is the eleventh studio album by American Alternative Rock band R.E.M.. Shortly after the release of New Adventures in Hi-Fi, the band became interested in shaking up their sound once again; looking towards all the styles of music they had either ignored or refused to explore, they decided on approaching a more experimental sound, grounded in Electronic Music, drum loops, and percussion. Thus, in 1997, they began rehearsals with this radically new sound in mind, planning recording sessions for that October.

However, just before they were to enter the studio, Bill Berry suddenly announced that he was retiring from the music industry, influenced by a mix of burnout, health concerns (after a near-fatal brain aneurysm on the Monster tour), and a desire to start a new chapter in life. Aware of the band's democratic manner of operating, Berry knew that his loss could potentially threaten the future of the band; not wanting to take his bandmates down with him, he encouraged them to continue as a trio, using their planned change in sound as a stepping stone for redefining themselves without him.


While Berry's encouragement provided some form of safety net, the shock of his loss caused the remaining members to cancel the planned recording sessions, unsure of how to go on without Berry helping with their songwriting. R.E.M. would ultimately return to the studio in February 1998. As prior collaborator Scott Litt had also left to focus on his independent record label, the band brought aboard Monster and New Adventures engineer Pat McCarthy as their new producer. The band would work with McCarthy until 2004, and he would use his work mixing Madonna's similarly electronic Ray of Light to help craft the band's new approach to their music. To further help with the shift in sound, the band enlisted the engineering help of Radiohead collaborator Nigel Godrich, fresh off of producing the smash success OK Computer.


Despite having veteran electronic-oriented staff on their side, however, R.E.M. still found Berry's absence hanging over them like a Sword of Damocles, with their uncertainty and anxiety reflected in the more downbeat tone of the music, itself more of a lengthy, mostly uniform soundscape of plodding synths and hushed vocals compared to their usual energetic and varied style. In fact, the band nearly broke up as a result of the stress they faced during recording, only soldiering on due to Berry's requests for their continuation.

Up was supported by four singles: "Daysleeper", "Lotus", "At My Most Beautiful", and "Suspicion".


  1. "Airportman" (4:12)
  2. "Lotus" (4:30)
  3. "Suspicion" (5:36)
  4. "Hope" (5:02)
  5. "At My Most Beautiful" (3:35)
  6. "The Apologist" (4:30)
  7. "Sad Professor" (4:01)
  8. "You're in the Air" (5:22)


  1. "Walk Unafraid" (4:31)
  2. "Why Not Smile" (4:03)
  3. "Daysleeper" (3:40)
  4. "Diminished" (6:01)note 
  5. "Parakeet" (4:09)
  6. "Falls to Climb" (5:06)

You wanted a challenge that's troping you higher:

  • Apologises a Lot: The narrator of "The Apologist" repeatedly pleas for forgiveness for "everything I was," going as far as getting down on their knees to say sorry.
  • Butt-Monkey: The celloist in the "At My Most Beautiful" video repeatedly sees misfortune after misfortune on her way to an audition.
  • Cerebus Syndrome: The music and lyrics both become much bleaker and more downbeat as a result of Bill Berry's absence and the stress it placed on the band.
  • Color Motif: The band returns to their early association with blue on this album, which features predominantly blue tones throughout the cover art; a few spots of their more common yellow appear, but don't dominate the artwork. The CD label, meanwhile, leans more firmly into their typical use of yellow, featuring a deep orange background.
  • Design Student's Orgasm: Contrary to the Minimalistic Cover Art, the liner notes are filled with lavishly detailed black and white patterns.
  • Electronic Music: A major element of this album's sound, to a degree never heard before or since on R.E.M.'s material. The band's next two albums would continue featuring electronic elements as a trimming, but only here would it become the dominant focus of the music.
  • Epic Rocking: When including "I'm Not Over You", "Diminished" runs for just over six minutes.
  • Exactly What It Says on the Tin: "Daysleeper" is a song about a man who sleeps during the day (as he works a night shift).
  • Face on the Cover: Photographs of the band members appear on the back cover of the album.
  • Hidden Track: "Diminished" includes a short acoustic guitar ditty after the fadeout, separate from the main body of the song. Notably, unlike previous instances of this in R.E.M.'s discography, the instrumental actually has its own name: "I'm Not Over You".
  • Idiosyncratic Episode Naming: Cassette copies divide the album between an "Upside" and a "Downside". Like New Adventures in Hi-Fi though, the double-LP release simply uses standard numbering. Incidentally, Up is just around a minute shorter than New Adventures.
  • In the Style of: "At My Most Beautiful" was written as a homage to The Beach Boys, of whom Mike Mills, Peter Buck, and Bill Berry were all fans, effectively acting as a "thank you" gift to the former two and a parting gift to the latter.
  • Last Note Nightmare: "Lotus" closes out with the string section suddenly turning into an eerie cacophony during the fadeout. "Hope" pulls a similar effect with its synth part, though the sound is much rougher and it cuts off into an echoing silence at the last second.
  • Line-of-Sight Name: "Daysleeper" was inspired by and named after a sign Michael Stipe saw on an apartment door that simply said, well, "Daysleeper."
  • Lyrical Cold Open: "Parakeet" and the Hidden Track "I'm Not Over You".
  • Minimalistic Cover Art: Simply a collection of blue, green, and gray squares with a couple stark logotypes plastered on.
  • Misaimed Fandom: Occurs in-universe in "Falls to Climb", where the narrator notes how "romantically, you'd martyr me, and miss this story's point."
  • Mythology Gag:
    • "Lotus" and its Title Drop ("I ate the lotus") nods back to the line "I'll eat the lotus and peyote" in "Be Mine".
    • The line "the sky has opened up again" in "You're in the Air" nods back to the line "the sky is falling in" on "Feeling Gravitys Pull".
  • New Sound Album: Experimental electronic rock with a heavy emphasis on soundscapes and percussion loops. The sole exception is "Daysleeper", the only song in the style of their more typical brand of Jangle Pop.
  • Non-Appearing Title: "Airportman".
  • Non-Indicative Name: The album titled Up is full of downbeat and slow songs.
  • One-Word Title: Up, "Airportman", "Lotus", "Suspicion", Hope", "Daysleeper", "Diminished", and "Parakeet".
  • The Scapegoat: The singer in "Falls To Climb" is volunteering to be this.
  • Sensory Abuse: Invoked in the music video for "Daysleeper", which uses jittery footage manipulation and flicker effects to mess with the viewer by mimicking the ways that a nocturnal lifestyle negatively affects night shift workers.
  • Sequel Song: "Daysleeper" is one to a song that it predates: "The Lifting", off of Reveal, was written as a prequel to this song, retroactively making the latter a case of this trope.
  • Shout-Out:
    • "Hope" interpolates the melody and meter of "Suzanne" by Leonard Cohen, who's consequently given a writing credit on the song.
    • The line "I found a way to make you smile" in "At My Most Beautiful" is a nod to The Beach Boys' then-unfinished album SMiLE, tying in with the song's homage to their style.
    • "Diminished" namedrops Brian Eno's Oblique Strategies cards, used to inspire new and unconventional ideas out of musicians. The phrase "withdrawal in disgust is not the same as apathy," taken from one of the cards, was previously quoted in "What's the Frequency, Kenneth?"
  • Silly Love Songs: "At My Most Beautiful" was R.E.M.'s first honest attempt at a love song, and was designed to avert the "silly" part.
  • The Sleepless: "Daysleeper" tells the story of a night shift worker gradually being eaten away by his nocturnal lifestyle, and invokes elements of this trope frequently as a result, including the difficulty that comes with having to sleep during the day.
  • Surreal Music Video: Both "Lotus" and "Daysleeper" in different ways. "Lotus" is mainly the band performing in a room full of glow effects and CGI, while "Daysleeper" uses avant-garde video editing techniques to replicate the effects of sleep deprivation.
  • Throw the Dog a Bone: Throughout the video for "At My Most Beautiful", the celloist has bad thing after bad thing happen to her on her way to an audition, making her more and more despondent. At the very end, she finally reaches the audition and genuinely impresses the judges, giving a happy end to her bad day.
  • Two Lines, No Waiting: The video for "At My Most Beautiful" runs on three narratives happening at once: R.E.M. waiting around in a room, a woman having a particularly bad day, and a model performing a photoshoot. At the end, the first two intertwine: the band are holding an audition, and the unlucky woman is one of the performers who just barely arrived in time.
  • Uncommon Time: The chorus of "Sad Professor" alternates unpredictably between 3/4 and 4/4 time, highly unusual for this band.
  • Unreplaced Departed: Rather than replace Bill Berry in their lineup, R.E.M. recruited session drummers and installed drum machines for both this album and Reveal after it, as well as on their supporting tours. Bill Reiflin would eventually be hired as an auxiliary musician on Around the Sun and would remain with them both in the studio and on the stage until their dissolution in 2011, but he was never made an official member of R.E.M.