There were few bands on the planet bigger than R.E.M. in the mid-Nineties. Their popularity grew every year in the Eighties before they went supernova the following decade thanks to hits like “Losing My Religion,” “Man on the Moon,” “Everybody Hurts,” and “What’s the Frequency, Kenneth?” Warner Bros. was so desperate to keep them on the label in 1996 that it gave them $80 million for their next five albums, breaking all industry records up to that point.
The timing wasn’t great, as it turned out. Drummer Bill Berry decided to leave the group around the time of the Warner Bros. deal after he suffered an aneurysm on their 1995 Monster world tour. MTV would soon abandon R.E.M. and the other leading lights of alt-rock in favor of poppier acts like Hanson and the Spice Girls. Things weren’t much better on radio, since the 1996 Telecommunications Act removed all restrictions on the ownership of stations, leading to narrow, homogenized playlists nationwide.
It was in this environment that R.E.M. went into the studio to begin work on Up, the most uncommercial record of their career. Michael Stipe, Peter Buck, and Mike Mills opted not to replace Berry, working instead with drum machines and session drummers Joey Waronker and Barrett Martin. The music they made was low on jangly guitars, choruses designed for arena singalongs, or really anything that sounded much like the R.E.M. of the past.
Critics were sharply divided by the final product. “With Up, R.E.M. proves that they’re doomed to wandering the creative seas, looking for new sounds to explore,” Pitchfork‘s Duane Ambroz wrote in a review that compared them to aging rock acts like Aerosmith and Eric Clapton. “Sadly, when they find new sounds, they don’t do enough with them.”
Rolling Stone‘s Ann Powers had a more nuanced take. “Like 1992’s Automatic for the People, Up seeks a unified mood, but its scope is broader than that collection of elegies,” she wrote in a four-star review. “Stipe unites each narrative — from love songs to courtroom confessions to self-declarations and exercises in empathy — by pursuing an overarching theme: the sometimes mystical, sometimes desperate solitude enforced by the crowded anonymity of modern life.”
What nobody knew at the time is just how difficult it was for R.E.M. to bring Up into the world and find a path forward as a trio. “The making of Up was a horrible, horrible experience. And each of us suffered greatly,” Stipe said in 2001. “It was a nightmare; we broke up at the end. I thought it was our last will and testament as a group. And then we came back together to figure out how we were going to settle the mess. And decided that we really wanted to continue.”
R.E.M. split up for good in 2011, but they are now re-releasing Up as a deluxe 25th-anniversary edition featuring remastered audio, a 12-song set they played on the Party of Five set in 1999, the original music videos, and versions of the album in 5:1 Surround Sound and Hi-Resolution Audio. It arrives Nov. 10.
We spoke with Mills via Zoom about the difficult birth of Up, the stories behind several of the songs, how the group learned to function as a trio, and why they still aren’t even contemplating a reunion tour.
The whole Up period really began with Bill Berry leaving the band. Do you remember the exact moment he told you he was quitting?
I do. He had actually given me a heads-up a little while before, but we were in Hawaii at Peter’s house, and we were starting our very early demo prep rehearsals for Up. He told everybody. It was a tough moment, as you can imagine.
Did you think in that moment that the band might end?
No, because Bill made it clear that he didn’t want the band to end. In fact, he made it a condition of his retirement that we had to continue.
Looking back a couple of years earlier to the Monster tour, it’s pretty amazing how quickly he got back onstage after his aneurysm. It was a matter of weeks.
Well, we were all very dedicated to our craft. As much as we enjoyed making records, we always felt our live performance was really more the essence of R.E.M. It’s funny: We can be a bunch of ne’er-do-wells, but we were also very serious about being professional about the shows. Our ethos in R.E.M. was that if you weren’t in the hospital, you were onstage.
The few times we ever canceled shows, one of us was literally in the hospital. Bill felt like we did: that you’ve got to live up to your obligations, which is a live show. But it wasn’t that he came back too fast or anything like that. It was just the combination of things that led to him wanting to leave the band. He didn’t enjoy any aspect of touring except playing. Eventually, playing was not enough to offset the other things he didn’t like about it.
After he left, did you guys consider the possibility of hiring a new drummer as a full-time member and carrying on as a four-piece?
I never personally considered hiring a permanent member. I think it may have been discussed, but I was very much against that. Certainly, I felt very fortunate that we got to work with Joey Waronker and Bill Rieflin and Barrett Martin — fantastic drummers all. But as far as an actual member, I had more of an emotional block against that. The idea of replacing Bill did not feel good to me. Maybe it’s just terminology, but that’s how it felt.
Tell me about the early writing sessions for Up. I’m sure that you had to approach that very differently than all the previous records, because there was no drummer.
It was different, but we had already planned on it being somewhat different. Peter had been buying drum machines and vintage keyboards and odds and ends for some time in preparation for making a different record. It was definitely in the works. When Bill left, we just continued. We had already decided that a lot of the old rules were out, especially when it came to songwriting and creating the songs. When Bill left, it just really hyper-accelerated that process.
Why did you want to abandon the old rules?
Any long-term creative person will tell you that unless they’re strictly in it for the money and want to follow a formula, you have to change to keep yourself interested. You have to challenge yourself. Also, as a creative person, you’re curious to see what you can do with a different set of tools. We wanted to see what it would feel like to make a record with various machinery.
You’d been working with producer Scott Litt for a decade at that point. Going with Pat McCarthy instead was also a big change.
Yes. Changing producers, especially ones with whom you’ve been successful and with whom you’re dear friends, is tricky, but it was time. I think Scott’s the one that wanted to move on, and that’s fine. Fortunately, we never got to the state of complacency with Scott Litt or any stagnant situation. Sometimes things happen that you may not really want to happen, but by doing those things, you avoid potentially bad situations.
Tell me about bringing Pat into the mix and how it changed the way you guys worked.
We’d worked with Pat before on a couple of records. We knew him well. We liked him very much and we knew his facility with machinery, which is the operative word I’m using in talking about Up. With all the keyboards and the drum machines, Pat was very familiar with that sort of work. We knew that he would be a good shepherd, if you will, for us to explore that type of writing and recording.
What were the early days like of recording the album? You were dealing all at once with so many big changes to the usual process.
It was really fun for a while. We hit a bit of trouble with the imbalance within the band. When there are four people, you have a certain balance. When there are just three people, that balance is thrown way off-kilter. We had to rediscover how to be a band as a three-piece while we’re making a record, and that’s just our stubbornness.
Most bands might’ve been smart enough to take a little time off and reassess, but we were never interested in taking too much time off. We just leapt right in. While we’re making this record, we had to figure out how to be a three-piece. That’s not just musically, it’s emotionally. It’s professionally. It’s who shows up early and who shows up late, and who works late and who wants to go home early. All these little factors that were balanced out when you’re a four-piece became much more stark as a three-piece.
Back in 2001, Michael Stipe said the album was “made under great duress” and that it was a “horrible, horrible experience and we all suffered greatly.” Is that how you remember it?
There were some very dark times. There was also a lot of beautiful music made. I remember working on “At My Most Beautiful” and being really thrilled with it. I remember working on “Daysleeper” and being really happy about that. Musically, there were a lot of really good times. The difficult part was trying to renegotiate the balance between the band members, and that was very difficult.
We had no idea exactly what that would entail, so we had to deal with it as it occurred, while we’re also trying to be creative and work together. It is been pretty well-documented that there were some tough times, but on the other hand, I think every band has to go through some reckoning at various points in their career. This was a good time for us to do that. We’d been forced into a situation by Bill leaving that forced us to take a long, hard look at who we were, and what we were, and what we were doing.
If you look throughout rock history, trios are tough. It can often turn into two against one.
Or one against one against one. It’s not like anybody was choosing sides, but whatever personality differences or whatever…. It was more than personality. It was more work-ethic differences — like I said, who shows up early, who shows up late, who does this, that, and the other. All of those differences become much starker when you lose a member. We just had to negotiate that and reestablish the fact that we were friends, and we did this out of the love of each other, and the music that we were making. Once we did that, we were OK.
Let’s dive into the actual songs, starting with “Aiportman.” It was bold to start the album that way. It’s really sending the message that this is a different band.
That was definitely the message. It was my idea to start with “Airportman,” because I was in a very contrarian mode at the time. I think our feeling was that, “OK, here’s the new R.E.M. If you can get on board with this song starting the record, then you can get on board with everything else.” It was a challenge to the audience. It was a bit of contrarian behavior on our part.
Most bands in your position would have just kept trying to remake their old albums. They probably wouldn’t have even considered a song like “Airportman” that veered so far from what came before.
Well, we were never happy remaking our old albums. That was never the case from day one. We reinvented ourselves to one degree or another on almost every record, but certainly for this one, everything was out the window. We printed the lyrics. We started with a really weird song. We were just trying to cope with all the changes by basically, what I call it, is tabula rasa.
It was a freeing thing in a way. If you’re going to deal with that much change, then you need to balance that out by having the freedom to do anything you want to with the new world. That’s what we did. We threw out all the old rules — literally, pretty much literally, all of them — and created this new beast.
Tell me about “Lotus.” That’s a heavier song with more kick.
Peter wrote that on keyboards, which is, to me, one of the most interesting facts about it. I think it’s got the only live drums on the record except for a little snare that I played on “Falls to Climb.” It’s a very different song for R.E.M. because it started with Peter’s keyboards, and it had a different drummer, so it’s just kind of an odd song to me. But it’s an odd song on an odd record, so it fits.
Right. It’s showing that you can’t pin the new R.E.M. down to one thing.
You can’t pin it down to 10 things. It is literally all over the place, and that’s OK. There was a great deal of chaos with the band, and some of that shows up on the record. That’s OK, too.
You gave Leonard Cohen a songwriting credit on “Hope,” since it has echoes of “Suzanne.” How did that wind up happening?
It was clear to everyone in the band where Michael was getting his inspiration for that song, and we were familiar enough with what happens to bands who don’t get clearance for things that are a little too close to the bone, shall we say. We reached out to Leonard’s people and said, “Look, we have this song that is inspired by one of your songs. How do you feel about that?” It worked out fine.
It was smart to make a preemptive move like that. There have been many cases where people don’t do that and wind up in court.
Yeah, we were aware of that. We always pay attention to things that go wrong for bands.
“At My Most Beautiful” is more traditional in some ways, but it’s a pretty straightforward love song. That was new for the band, too.
You never know, when you write a song for R.E.M., how it’s going to hit Michael. Some songs that we would write that we thought were great, he found … maybe not uninspiring, but not inspiring enough for him to write to. Some songs you think are going to be great pop hits, he turns into something less than pop music, but in most cases better.
With “At My Most Beautiful,” as I was writing the piano part, it sounded to me like a Beach Boys song. And so in the writing and production of it, I decided just to try to embrace my inner Brian Wilson, which is fine with Peter, because he loved the Beach Boys as much as I do, if not more so. Again, all the rules were out. Michael didn’t really write straightforward love songs, so this time he did. It just gave him an opportunity to break another rule.
I really love “The Apologist.” What do you remember about how that song came together?
It’s creepy, which I like. There’s something a little unsettling about someone who apologizes that often, you distrust their apology, which is fine because I think the character…. When Michael writes characters into his songs, it’s up to you to decide what you think about that character, and I found this one a little creepy. It also has one of my favorite lyrics from Michael ever: “unfettered by complex sweets.” That is just one of the best lines he’s ever written.
How about “Walk Unafraid?”
That’s a fun song for me personally, because I chord the bass and strum it in the chorus. It turned out to be much more of a rocker when we played it live. I wish we’d had a little more of that rock edge to it on the record, but you can never know that until you start playing them live. It’s a fun song. Patti Smith really liked it. It’s an inspiring message. It’s a little anthemic.
“Daysleeper” was the first single, and it sounds more like the R.E.M. of the past than any other song on the record.
It is a more traditional R.E.M.-type song. I think it was also the first one we recorded before things started getting really crazy. That may be why it sounds a little more traditional, because the recording process got a little more haywire as it went along.
“Fall to Climb” is the perfect way to wrap it all up.
It was really fun to finish that one up. It was very late. There were two songs that were not finished right at the very end, and we didn’t have much on “Falls to Climb” at all except the mandolin and the vocals. I went into a studio in New York and had an afternoon of pure hyper-creativity, and threw all of those keyboards and things on there and then played a little snare drum. It was a really fun day — under a lot of pressure, but still fun.
“You’re in the Air” was the last one to be sung, which I think is one of the more underrated songs on that record. It’s mysterious and spooky and kind of sweet, but that was one that Michael was having trouble finishing, so he and I went in John Keane’s studio in Athens and just bullied it out. By bullying, I mean to the song. We bullied the song until it became something we wanted. I really liked that song.
I went back and read a ton of the initial reviews from Up all across the country. They were pretty mixed. Then I went to the end of the year and it was on so many lists for best album of the year. It’s really a record that requires several listens before you can fully appreciate it. There’s so much going on.
This is definitely one of the denser records that we made, in the sense that it doesn’t always grab you immediately, and that’s wonderful. If you can make a record that gets better after 10 listenings instead of worse, then you’ve really accomplished something.
This is also very much a headphone record. There’s so many fun sounds on there that you don’t always pick up. It is a dense record, and there are a lot of sounds that you just can’t always get until you listen to it a few times, so that’s great. Of course we knew damn well that people were going to be, “Oh, this doesn’t sound like R.E.M. Where are the guitars? Where’s the Monster swagger? Where’s the Murmur jangle?” Well, that band wasn’t around anymore. This is the band that’s making this noise now, and either you like it or you don’t. I was really glad that after a few listenings, most people came around to it.
How did the label feel about it? Did you get any feedback like, “Gee, I sure wish there was a song or two here like ‘Man on the Moon?’”
We never got any of that kind of pushback from the label. That’s why we signed with them. Both IRS and Warner Brothers knew that we made all the creative decisions. We were happy to listen to input, especially from people as knowledgeable as [Mo] Ostin and Lenny Waronker, but ultimately, the decisions were all ours, and they respected that. I think, in fact, they knew that they were lucky to still have the band on their label at that point. It could have gone either way.
The new Up package has the complete concert you played on the Party of Five set. What do you remember about that day?
I remember hanging out with the cast. R.E.M. has always enjoyed the blending of music with television and movies. You can go back to when the Standells were on The Munsters, Alice Cooper was in Diary of a Mad Housewife. We always enjoyed running into that as a kid. Hell, I just saw Boyce and Hart on I Dream of Jeannie the other day, which was really a surprise. We always enjoyed blending those art forms together.
Party of Five seemed like such an odd show for us to do that it made perfect sense at the time. Mostly what I remember about it was just hanging out with the cast, and chatting with them, and seeing how they did their work versus how we did ours. I am glad I’m a musician and not an actor.
It’s amazing to see that they featured your entire performance of “At My Most Beautiful” on the show. Hard to imagine a network show doing that today.
Art has definitely given away to commerce in a lot of situations. Money trumps everything and nobody’s going to take the time to put a full song on there. However, we were a band that was perceived as being worth that time, which I really appreciate.
Why did you play a full set when the show was just featuring that one song?
Because playing music is what we did. It was much more fun for us and for the cast and for everyone else to do something cool, play a set as opposed to just going in. That’s because when you play a set, it reminds you that this is music, and this is what we do, as opposed to just dashing off a song to make money off a TV show. I think it maintains a little artistic integrity to actually play a set and incorporate the reality of what we do with the reality of the show we were doing. If that makes any sense.
You said at the time that you didn’t want to tour behind Up. What made you change your mind and go out the next summer?
I don’t remember the thought process why we chose to go on tour, except that if a band doesn’t tour for too long, you lose something. We already took five years off at one point, and that’s not something you really want to repeat. Especially as you get older, you don’t want to lose whatever connection to the live show or whatever edge you may have. I think it’s important to maintain that. It’s just like anything else. You have to stay in practice. If you take too long off touring, something is going to get lost in that time span.
The Tibetan Freedom concert in 1998 was the big debut of the three-piece band in concert. Did it feel weird to walk onstage and not have Bill there?
It felt weird to be without Bill, but no weirder than everything else we’d been doing without Bill. At that point, we’d accepted that he was gone and that this was a whole new world, and we had a different drummer, and that was OK. You don’t have time…. You don’t want to sit there and look back when you’re trying to do a show. You’re trying to connect with the audience and bring this new thing that you have to the forefront and make it interesting and exciting. You can’t do that if you’re sitting there worried about what used to be.
A lot changed between the release of Monster in 1995 and Up in 1998. Radio stations were quickly consolidating and narrowing their playlists. MTV basically stopped playing rock bands. How aware were you of these changes at the time?
We’ve been watching the industry or the business change since day one. Radio had been consolidating, format-wise, since [longtime radio executive] Lee Abrams came onto the scene. He was the one who basically realized that if a radio station played “Stairway to Heaven” once an hour, they would guarantee themselves a certain segment of the audience. That started changing a long time before that, so it was really no surprise that MTV embraced a different ethic. Tastes shift, consciousness shifts. What’s new and exciting is always going to be new, if not exciting. We were OK with that. We’d seen it come and go already at that point.
It made it harder to get these new songs out, though.
That’s true. But we never predicated our behavior on commercial success. If we got it, great, but we never made records in order to achieve that. With this record, like I said, we started off with “Airportman.” We’re not really thinking we’re going to sell 10 million copies of it. We figured any success we got out of it would be fine. Our true fans would enjoy it and would understand where we were trying to go. Anybody that didn’t get it, we understood that too.
This is very random, but you also played the Bridge School Benefit in 1998 and got Neil Young to play “Ambulance Blues” for the first time since 1974. How did you pull that off?
I don’t know how we did that. Neil was just into it. I think he was glad to have an outlet where he felt like he could play it and do it justice, which is of course a really nice thing to credit our band with, if I dare go that far.
So yeah, I don’t know why he did it, but it was a super fun thing and really great for Peter and Scott McCaughey, who are Neil Young fans to the bone, even more so than myself and Michael. It was a real thrill. Just to play that show is a super thrill anyway, so getting to do those songs with Neil was definitely a career highlight.
Getting back to Up, do you see it the major pivot point in the band’s history, since the radio hits stopped after that and the albums became more of the focus?
We were well-aware of career arc as an entity or as a situation. In terms of having hits, ours lasted a lot longer than we ever expected it to. Again, as I say, we didn’t make songs to be hits. If they were hits, that’s great. What’s the old thing? Hits are miracles. If it’s a hit, it’s a miracle. We always felt that way about it, so it was not surprising that radio was not embracing R.E.M. That was just expected from a long time before.
It’s true for basically every band in history. If you look at the Rolling Stones, “Satisfaction” to “Start Me Up” was just 16 years.
It’s like lightning starting a fire in the forest. If you don’t burn out a bunch of the old growth and the useless undergrowth, you’ve got no room for the new trees and plants to grow. Same way in music. You’ve got to clear out some of the deadwood so there’s room for the new kids to play.
I want to read you one more Stipe quote: “Up was a nightmare. We broke up at the end.” Is that how you recall it?
We were prepared to be broken up. We were to the point where if we didn’t do something to fix the situation, we were going to be broken up. There may have even been a very brief period in which we could have considered ourselves broken up, but we hadn’t given up. It was not anything that was unfixable, we hoped. It turned out that it was fixable and we reaffirmed our commitment to each other, and what we were doing, and we were able to go on from there.
You guys became an even better live band. The best shows I saw you guys play were near the end in 2008.
I agree with you. That’s, again, about reaffirming your commitment. You have to go out there and play a live show. At least for us, you have to believe in what you’re doing and believe in each other. If nothing else, that chaotic period around Up gave us a chance to reaffirm our commitment both to the band, and to each other as friends.
To flash much closer to the present, you recently sat in with a symphonic show called “R.E.M. Explored.” How was that experience for you?
It was super fun to do that. The Explored part, the first half of it, I don’t play at all. It’s just the symphonies playing Carl Marsh and David Mallamud’s reworkings of R.E.M. songs. I sit there and listen, and go, “Wow, that’s astonishing what they’ve done with it.” We finished with the concerto, which is a rock band, a symphony orchestra, and Bobby McDuffie on violin. It’s just us trying to break down the walls between genres, to show people that you can enjoy aspects of classical music and aspects of rock & roll and you can combine them together to come up with something completely different.
Are you as curious to hear a Michael Stipe solo record as the fans are?
Oh, sure. I think it’s going to be astonishing. Michael’s a great musician, and he has a voice for the ages. I miss listening to it, so I’m very excited for whatever he’s got coming out.
Are you thinking about making a solo record yourself?
I’ve been thinking about a solo record for 10 years. But having said that, I am going into the studio in January to cut some demos and see if there’s not a path forward on that.
Wow. R.E.M. fans love your singing voice. We haven’t heard it in a long time. That would be really cool.
Well, they love my singing voice in small doses. We will see whether or not that holds up over an entire record, but I do believe it is a project that is about to at least get some training wheels on it.
I’d be thrilled.
Thank you. Me too. It’s daunting and a little terrifying, but I figure what the hell at this point.
Do you think you’d do a solo tour after it came out?
Oh, that’s getting way ahead of your skis. I have no idea. First of all, I don’t know if I’ll even make the record. If I do, I don’t know what it’s going to sound like. If it sounds good, what kind of band would I put together? Of course, I’ve had thoughts about it. I’m a human person that does think about those sort of things, but certainly no plans and nothing even close to concrete about that.
I feel like R.E.M. really broke the mold in 2011 by not doing a farewell tour and by breaking up as friends. That’s incredibly rare in rock history. How did you guys manage that?
All the things you just said were a part of our consideration when we broke up. It was clear to all of us that there would never be a better time. The music industry had radically changed. Our relationship to it had changed. Our record contract was up. Our record company was very different. Did we want to make another record and put it out ourselves or sign another record contract? None of that was appealing to us. We said, “Let’s do something that nobody’s done and shake hands and walk away as friends, and go do other things while we’re still young enough to do them.”
I’m sure you’re sick of this question, but I have to ask: Is there any chance of a reunion tour in the future?
There is not. We’ve all got our own things that we’re doing, and I think we’re all really happy with the way things are. I went to see U2 a few years ago, and they were so good. I was sitting there thinking, “Man, I could be up there doing that. That would be so much fun.” I said, “They’ll be doing it tomorrow night, and the night after that, and the week after that, and the week after that, and the month after that.” I said, “You know what? It’s actually OK.”
Another way you’re breaking tradition is by not reuniting.
Yeah. I like “When I Was Fair and Young” [often credited to Queen Elizabeth I]. It’s like, “Live fast, die young, and leave a beautiful memory.”
Nobody will ever see you guys wheezing through the hits when you’re really old.
That’s probably true. Now, having said that, I really enjoyed the Stones when I saw them a couple of years ago. They were great. I mean, of course there’s a lot of younger people on stage with them, but the Stones were great. I just saw one of the best shows I’ve seen in years, the Psychedelic Furs opening for Squeeze, and it was awesome in every way. There was no feeling of age up there. They all played and acted like young men and sounded great, and I couldn’t have had a better time. It’s not like the template isn’t there to do that. We just chose not to.
I’ll wrap in a second, but I just heard Dolenz Sings R.E.M. It’s really cool.
Oh, it’s beyond cool. It’s one of the coolest things that’s happened in years to or about R.E.M.
Micky is so under-appreciated as just a vocalist.
I agree, but he’s starting to get more so. I follow him on Twitter and a lot of the clips of things he’s done over the years, he’s putting out there, and they’re just amazing. Christian Nesmith did such an amazing job with the arrangements on those songs. I’m really thrilled because that could have gone either way, but it turned out… I think it’s absolutely fantastic.
“Leaving New York” is a really surprising pick.
I don’t know what their criteria were for choosing those songs, but they’re interesting choices and I really love and I’m really glad they chose what they did.
Are you doing a Reveal album box set for the 25th anniversary of that album in 2026?
Well, I would think we would. We’re not thinking about that yet, but if the record company still wants to do that, then I’m sure we’ll have a look back at it.
I’ll wrap it there. But I’m really hoping you make that solo record.
I agree. I hope that happens.
I think you have the power to make it happen.
Yes. That’s true. It’s in my hands, like it or not.