Tracks

1. Airportman

2. Lotus

3. Suspicion

4. Hope

5. At My Most Beautiful

6. The Apologist

7. Sad Professor

8. You're In The Air

9. Walk Unafraid

10. Why Not Smile

11. Daysleeper

12. Diminished

13. Parakeet

14. Falls To Climb

Performer Notes

R.E.M.: Michael Stipe (vocals, guitar); Peter Buck (guitar); Mike Mills (bass).
Principally recorded at La Casa Del Elefante, Seattle, Washington; Toast, San Francisco, California; John Keane Studios, Athens, Georgia; Tree Sound Studios, Atlanta, Georgia.
Personnel: Michael Stipe (vocals); Peter Buck (guitar); Jun-Ching Lin, Sou-Chun Su, Ellie Arenz, David Arenz, Jay Christy, Willard Shull (violin); Heidi Nitchie, Paul Murphy , Reid Harris, Patti Gouvas (viola); Christopher Rex, Elizabeth Murphy , Daniel Laufer (cello); Douglas Sommer (double bass); Bill Berry , Joey Waronker (drums).
Audio Mixers: Suzanne Dyer; John Hanlon ; John Keane; Alex Lowe; Nigel Godrich; Patrick McCarthy; R.E.M.
Recording information: Baby Monster Studios, New Yor; Case Del Elefante, Seattle, WA; John Keane's Studio, Athens, GA; Toast, San Francisco, CA.
Editors: Craig Silvey; Steve Holsworth.
Photographer: Nick Wickham.
The departure of drummer Bill Berry in 1997 no doubt unsettled his former R.E.M.-mates, who found themselves straddling not only creative, but personal crossroads. Rather than giving up, the remaining members of R.E.M. reinvented themselves and released UP, a stunning, eloquent album of dark vulnerability and experimentalism. The emotional disquiet Stipe evokes is nearly shocking in its plainspoken lyricism. Songs like the agonized "Sad Professor" and the wary, hypnotic "Suspicion" seem almost too naked for Stipe, who spent years cloaking his words in mumbles and misnomers. For the first time, lyrics are even included in the packaging.
"Hope" is a breathless, galloping piece of pseudo-electronica that raises the ghost of Leonard Cohen's "Suzanne" before ending in a heady roar of noise. The gorgeous jangle of "At My Most Beautiful" is pure poetry, an unabashed disclosure of Buck's giddy reverence for Brian Wilson. Although a drum machine is used at times (Beck drummer Joey Waronker and Tuatara percussionist Barrett Martin also guest on many tracks), an array of disparate sounds, from vibes to violin, infuses the songs with a newfound expressiveness. UP is unlike any other album in the band's long catalogue--a bold, brilliant spark of musical genius and genuine empathetic revelation.

Professional Reviews

Rolling Stone (11/12/98, pp.113-114) - "...a look back and a dream forward from the greatest rock-ballad band that ever existed....Buck and Mills have orchestrated their rock as never before. Losing Berry has allowed R.E.M. to literally think outside the rock box..."

Spin (1/99, p.91) - Ranked #15 on Spin's list of "Top 20 Albums of '98."

Spin (12/98, p.176) - 8 (out of 10) - "...UP floats away from R.E.M.'s past moorings in weighty, enigmatic symbolism....UP's lushly arranged tunes show off Stipe at his most, er, beautiful; narcissistic retreat into private space, a self-indulgence for some celebs, is a necessity for him..."

Entertainment Weekly (10/30/98, p.114) - "...UP is the sound of the band trying to reshape its sound and vision. Their solution is to focus on mid-tempo, or often no-tempo, hymns and ballads. The shift suits them..."

- Rating: A-

Q (12/98, p.112) - - Stars (out of 5) - "...R.E.M.'s great knack is to make everything they play sound organic....Up's bashfulness brings with it a peculiar grace....there is a market for warped, experimental rock music as beautiful as this..."

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Album: Up
#	Song Title	Time
1)	Airportman
2)	Lotus
3)	Suspicion
4)	Hope
5)	At My Most Beautiful
6)	Apologist, The
7)	Sad Professor
8)	You're in the Air
9)	Walk Unafraid
10)	Why Not Smile
11)	Daysleeper
12)	Diminished
13)	Parakeet
14)	Falls to Climb