Up, released by R.E.M. in 1998, was the band’s first album after the departure of drummer Bill Berry. He had suffered a brain aneurysm on tour in 1995 and, though he rejoined the band after recovering, he ultimately decided he no longer wished to keep going as a rock musician. Berry’s drumming style (not to mention his songwriting contributions) had been a big part of the band’s sound, and in the wake of his departure the band underwent a shift, embracing the use of drum machines and other synthesized sounds. They also had to find human replacements for Berry, which on Up consisted of Barrett Martin, Joey Waronker and even R.E.M. guitarist Peter Buck taking a turn on drums. In addition to Berry, Up also signaled the departure of longtime producer Scott Litt, who had worked on every R.E.M. album from 1988’s Green to 1996’s New Adventures in Hi-Fi. All of this contributed to Up being, in effect, the first album of a new band, and it is easy to think of it as the beginning of the band’s third act.

It is also one of the band’s best—but more interestingly than where it falls in terms of quality within the R.E.M. oeuvre, it is the most mysterious album, an ambitious and emotional open-ended work that lends itself to many interpretations, hence the fun of creating your own version of the album (check out Scott Aukerman and Adam Scott’s R.E.M. podcast “R U Talkin’ R.E.M. RE: ME?” and specifically the Up episode, for endless arguments about album sequencing). It is not as long as New Adventures, granted, but it has such a heavy atmosphere that, at nearly 65 minutes, it feels long. It is also sequenced in a way that, arguably, makes it feel a bit more amorphous than it needs to. Though it is bound to cause great disagreement, it is worth at least entertaining the notion of resequencing it, if only to do justice to the many ways in which it can coalesce and cohere to a given listener, however fleetingly. The goal here was to do what at first seemed impossible—put together a 10-song list that could pay tribute to the sonic riches of Up, but with more concision and greater directness. It is not meant to replace the original but, rather, to present an abridged version that retains its spirit.
New tracklist:
1. Suspicion
2. Hope
3. At My Most Beautiful
4. Airportman
5. Why Not Smile
6. Daysleeper
7. You’re in the Air
8. Walk Unafraid
9. Falls to Climb
10. Sad Professor
Songs omitted: “Lotus,” “The Apologist,” “Diminished,” “Parakeet”


This sleek, seductive song with its shuffling pulse makes for a perfect opener to set the mood for an album that has a bit of a nocturnal vibe to it. Its appealing smoothness eases into things and piques curiosity for what’s to follow. And perhaps most importantly, it instantly alerts you to the fact that this is not a typical R.E.M. album, much like “How the West Was Won and Where It Got Us” did for New Adventures.


After “Suspicion,” you need a little kick in the pants. The more up-tempo drum machine beat and the familiar melody (cribbed from Leonard Cohen’s “Suzanne”) does just this. Stipe makes this melody his own and delivers his vocals with a confidence befitting this dance-y track, which you could imagine someone like William Orbit remixing. There is a stream-of-consciousness quality to the lyrics, full of yearning and questioning, that is both affecting and infectious.

“At My Most Beautiful”

Now that you’re a little emotionally vulnerable, it’s a good time to hit you with one of the most beautiful R.E.M. songs there is. This Brian Wilson homage has maybe the most tender, moving lyrics Stipe ever wrote, and the chord progression alone, played by Mike Mills on piano, more than deserves a seat in the pop pantheon.

(Note: So far, we’ve moved “Suspicion” from #3 to #1, “Hope” from #4 to #2 and “At My Most Beautiful” from #5 to #4. In other words, nothing too radical, and we’ve kept the transition from “Hope” to “At My Most Beautiful,” we’ve just moved it up a bit. So now, at #4…)


…is the album’s original opener. It’s a great song, and it works reasonably well as an opener, but it is a little too inscrutable. It has a similar pulse as “Suspicion” but is not as melodic and more mantra-like. Better to have it here, as an opportunity to catch your breath after the one-two-three punch of the sultry “Suspicion,” assured “Hope” and heartbreaking “At My Most Beautiful.” It is like something from a Brian Eno album, an ambient lullaby, a musical palate-cleanser.

“Why Not Smile”

The electronic feedback that ends “Airportman” segues nicely into the electro-harpsichord pop-baroque of “Why Not Smile.” This shares some similarities with “At My Most Beautiful” but is not so openly romantic. Rather, it is a quiet prayer for a loved one, paired with powerful, noisy guitar that nonetheless does not overwhelm the simple piano-percussion pair driving the tune. In this version of Up, it is the first song with pronounced guitar playing. In the original, you have to wait until track #10 to hear it, but its sense of uplift, placed earlier on, gives the album some space to breathe, and sets the stage for…


This is the real hit of the album, with the kind of soaring chorus we know and love from more conventional R.E.M. songs. As such, it is good for it to occupy a middle position in order to give the album balance—since Up is so untraditional in so many ways, it helps for it to have a more expected but still accomplished song like “Daysleeper” at its core. Again, on the original, this song appears as #11. By the time you get there, it sounds a little too eager to please, given the amount of material you’ve had to go through already. Here, the song is (along with the one that follows) an example of a more traditional R.E.M. style circa Automatic for the People, and a slight departure in the context of an album that is not especially easy to sing along to.

“You’re in the Air”

Here, this song appears just one track before it does on the original—indeed, it is the ideal “you are entering the second half of the album”-type song, with a sense of brooding and complexity. It is darker than “Daysleeper” and has a chorus that features Stipe’s vocals at their most vulnerable and bare. It also has a Smiths-style guitar sound, paired with haunting keyboard and even a riff (possibly on mandolin?) that hearkens back to the group’s Automatic-era stylings.

“Walk Unafraid”

At this point, you need a bit of punch again, and all-out rocker “Walk Unafraid” is the track to do it, with its clear debt to Siouxsie-era post-punk. Here, too, we are faithful to the original, keeping the transition from “You’re in the Air” to “Walk Unafraid,” which totally works. This song is the clearest sonic link to New Adventures, and infuses Up, an otherwise inward-directed album, with a bit of outward grit as we draw toward the album’s close.

“Falls to Climb”

This is the closer of the original, and it certainly works as a closer, but it is interesting to hear it earlier, as a more accessible, melodic counterpart and follow-up to “Walk Unafraid,” after which it feels like a breath of fresh air (it even features acoustic strumming!). Both songs feature Stipe singing out, with this one being more affirmative, less confrontational. Thus, they work well as fraternal twins, side by side. And putting this as the penultimate song makes it possible to end with…

“Sad Professor”

You need a really great song to end on, and this is it—solemn and unwavering. On the original, it comes in at the middle, at position #7. Too early to peak like this! There is nowhere to go after this. This is Stipe at his misanthropic best, and the song is an all-time great entry in the R.E.M. canon. Thus, Up ends on the intense, uncompromising note that befits an album with this broad of a musical-emotional palette.

+ +

Songs omitted: “Lotus,” “The Apologist,” “Diminished,” “Parakeet”


Like “Ava Adore” on the Smashing Pumpkins’ album Adore (also released in 1998), it doesn’t really sound like any other song on the album. Many listeners first heard “Lotus” as a single, and that’s what it is, a fun, rocking, retro-inspired single with lots of catchy elements, none of which are heard anywhere else on Up. It’s great fun, but it does not need to be on the album.

“The Apologist”

This is an intriguing, Beatles-esque song, but it has a slightly underwhelming chorus and doesn’t feel like it travels as far, musically or emotionally, as many of the other songs. Like “Lotus,” it has some groovy elements that are cool by themselves, but undermine the cohesion of the whole.


Though it does sustain the twilight mood of the album, it is one of the relatively less distinctive-sounding songs on Up and, in the original, sometimes makes the listener feel like she’s been served too much of the same thing. The hidden acoustic track at the end is a nice surprise, but overall the album, with its abundance of great songs, does not suffer without this one.


This is the hardest one to justify taking off. It is a very theatrical song, hinging on more straightforward and well-trod imagery than most other R.E.M. songs, which tend to trade in inscrutability. It is also arguably a bit over-performed, and tends to crowd and overwhelm whatever’s around it. But it is an affecting and strange R.E.M. tune, so, for all the “Parakeet” lovers out there—I do not blame you. If your top priority is to find a place for it, then you would probably have to start from there and build around it.

But that would, of course, be another album altogether.

Listen to Dylan’s version of Up here:

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