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Mike Mills Reflects on R.E.M. Becoming ‘Almost a Completely New Band’ With 1998’s ‘Up’

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In 1998, R.E.M. was coming off one of alt-rock history’s most storied streaks: after cementing itself as a key figure in the indie underground, the Georgia quartet had released six platinum or multi-platinum albums between 1987 and 1996, yielding hits like “Losing My Religion,” “The One I Love” and “Stand.”

But when the band entered the studio that year to record Up, its 11th album in 15 years, it was at a crossroads. Founding drummer Bill Berry had departed as R.E.M. began demoing new material, marking the first major change to the group’s lineup in its history. Pat McCarthy, who had engineered the band’s two previous albums (Monster and New Adventures In Hi-Fi), had slid into the producer’s chair, while studio hot hand Nigel Godrich had come aboard as engineer. And as they adjusted to trio life, Michael Stipe, Peter Buck and Mike Mills had started to question how, exactly, R.E.M. would sound going forward; electronic instruments had become a point of interest like never before.

“We had to negotiate the new band dynamic of being a three-piece, which was not easy for any of us,” Mills says. “It wasn’t easy for Pat either. We were fortunate to have him around, both because of his knowledge of working with keyboards and machines and that sort of thing, but also his ability to help us navigate these new waters of behaving as a three-piece.”

Bands lose members all the time without fundamentally altering their identity. But for Mills, “This was a completely – or almost a completely – new band. And I think [Up] is best appreciated in that light.”

The album that the sessions yielded stands today as one of the most eclectic in R.E.M.’s diverse catalog, a varied set of songs that drifts from near-ambient soundscapes to riffy rockers to baroque Beach Boys-indebted pop. Drum machines, synthesizers and other artificial sounds undergird many of the tracks. “We didn’t just arbitrarily kind of become Kraftwerk,” Mills jokes. “It was part of a journey.”

R.E.M. is retracing that journey with a 25th anniversary reissue, out Nov. 10 on Craft Recordings, that features the original album and – unlike recent reissues of Monster and New Adventures – eschews demos and studio outtakes in favor a live set, from the band’s unexpected 1999 appearance on the Fox drama Party Of Five. “Because the record was so different, because the band was so different, we just decided not to make it the usual collection of demos and missed directions and things that turned into other things,” Mills says of the set, which even features a reimagined cover.

While Up has been slapped with oversimplistic descriptors since its release – it’s R.E.M.’s electronic album, it’s R.E.M.’s first album as a trio – the reissue’s greatest revelation might be how the album was actually a natural continuation for the band. “What we always felt was that our songs, almost all of our songs you could play on one guitar or one piano, and it doesn’t matter how you dressed them up in the studio, they’re still great songs at the heart of that composition,” Mills says. On Up, “I see a band that made a remarkably powerful record under trying circumstances – and still had some really great songs involved.”

BILLBOARD: Up was R.E.M.’s 11th album in 15 years. What was the band’s mindset going into the sessions?
MIKE MILLS: We had already decided to make a change in direction. Peter had bought a bunch of vintage keyboards and old drum machines. We were gonna definitely make a little bit of a more – hm, not mechanical record, but certainly a more machine-oriented record. And then when Bill left the band, it definitely forced our hand and we went fully into embracing the sort of electronic aspect of things.

What inspired you to head in that different sonic direction for these sessions?
You never want to repeat yourself as a band. Just creatively, it’s a lot more fun to try new things. We had never really gone in the direction of electronics – not that we were going to make a Kraftwerk record or anything like that, but we were just gonna try a slightly different approach. We were already moving that way, and then we just embraced it fully. We were very fortunate to have Pat McCarthy producing, who is very conversant with keyboards and drum machines and things like that.

What was the dynamic like as the band transitioned to a three-piece on this album?
It was very difficult for a while, because the balance that had existed was gone, and we had to reinvent ourselves musically and spiritually. Compositionally. As Michael said, “A three-legged dog is still a dog, it just has to learn how to run differently.” I think that’s a very apt analogy for what we had to try to figure out.

Looking back, what do you consider some of the high points on Up, in terms of the band’s evolution or your own evolution as a musician?
What I really see is a band that was already making the shift and then was forced into an even bigger shift than they had perhaps intended. And so navigating those waters, both with the interband experience and the musical experience, was difficult. It was very stressful. There was a lot of fun making the record – but just dealing with becoming a three-piece was not easy. So to make a record with as much beauty as this record has while dealing with a fair amount of stress and trauma was something I think we’re all really proud of.

This album’s lyrics have some outstanding character studies, and I was reading that it was the first R.E.M. album to have its complete lyrics printed in the packaging. How would you describe Michael’s lyric writing process at the time? Did the band feel like this was a new era for him as a writer?
I think every record was a new era for Michael as a writer. Because from the very beginning, he was learning and growing as a lyricist and as a singer. A lot of his ability was natural, but a lot of it is something that you grow into. You learn how to become a lyricist and a singer; whatever natural gifts you may have, you still have to learn and grow. I think he was doing that constantly. And again, it all comes back to the new composition of the band. Everything we approached lyrically, musically, compositionally, everything was changed by the fact that we didn’t have Bill. All the rules went out the window. We had never wanted to print lyrics, we always said that the voice was the fourth instrument. But with this record, considering literally all the rules are out the window, we said, “Well, we’ll just print some lyrics too. If everything is different, why not make everything different?”

This is the latest in a series of well-received 25th anniversary R.E.M. reissues. What has the significance of this reissue project been to you? What goals have you, Peter and Michael had with these reissues?
We were never a band that looked backwards. Once we finished a record, even before the tour started, we were already writing songs for the next record. We never wanted to look backwards until after we’d been broken up for a few years and said, “OK, well, maybe it’s time to reconsider things in the new light of some distance.” We’ve enjoyed these reissues; you do get a different perspective when you look back at [an album]. And, you know… [laughs] I just think we were remarkably consistent. I think for a band to have the level of songwriting that we had for as long as we did is a remarkable accomplishment.

To what extent – if at all – was R.E.M. looking outside of its own sphere for musical influences when this record was made?
When we looked at other bands that we respected, we wanted our work to be as good as theirs. We were never influenced by sounds per se, or direction, or anything like that. That was all very internal for us. But we were inspired to raise our game. We’d hear the next U2 record or the next Radiohead record, and we’d go, “Wow, these guys, they’re really upping their game. We have to do the same.” And I think that’s a very healthy thing. Music should not be competitive, because there should not be winners and losers in music. It’s not a zero-sum game. But on the other hand, there’s nothing wrong with having your peers inspire you and make you want to be better. That’s the sort of thing that we always took from outside influences.

There aren’t demos and outtakes on this reissue, but there is this Party of Five live recording. How did that gig come together? Why did it make sense to include here as representative for the era?
What a lot of people miss about R.E.M. is our sense of humor. We thought, for us to be on Party of Five, which is the goofiest thing ever, why not? As a kid, I really enjoyed seeing, like, the Standells would show up on The Munsters or Alice Cooper would be in Diary of a Mad Housewife. Those sorts of conjunctions of cinema and television and music were always exciting to us as kids.

So to be a part of that as an adult, and know that the fans can see this weird juxtaposition of two things that they may enjoy, but never expected to see together, we all got a nice chuckle out of that. It’s fun to see how your music plays in a completely different medium. We just thought, well, this is just strange enough to do. And it turned out pretty well. It was just such an odd circumstance. We said, OK, this is kind of representative of how new everything was for the band at the time and how much we were starting over and trying to find a new direction. So why not include the Party of Five on [the reissue]? It’s always a strange crossroads when you get music and film or music and television interacting.

Twenty-five years later, how do you contextualize Up within R.E.M.’s career and discography, compared to the ’90s albums that preceded it and then the albums in the early ’00s that came after? What space does Up occupy in that lineage?
There are pretty clear chapters in the book of R.E.M. Certainly, obviously, this is one of the greatest changes. Fortunately, we didn’t lose a friend – but we did lose our drummer. We lost one-fourth of the band. We had to totally recreate ourselves. We did that both internally and musically, and still put out what I think is a very, very good record. This is one of the biggest changes the band ever went through and the record reflects that. And I’m just proud that it turned out as well as it did.

R.E.M. remains broken up. Since you aren’t creating new music or touring as R.E.M., does that increase the importance of these reissue projects, to keep the band front of mind for fans and to help to shape its legacy?
It’s a nice way to keep the band in the public consciousness. Whether we’re still relevant or not is up to the listener to decide. But I do appreciate that there is still interest. It is fun to maintain yourselves as a band entity even without new material. It’s exciting to still be a part of culture in whatever degree you have. The fact that the people who make The Bear like to play our songs on The Bear, that’s very exciting and very rewarding. And it feels good that our music has lasted long enough for a new generation of people to care about it.

What songs from Up are most important or representative of that era to you?
Oof. Well, I always say that I love all my children equally. But “You’re In The Air” it’s kind of a hidden gem on that record. It was really difficult to finish; it was one of the last two songs we finished. That and “Falls to Climb” were the two last songs we did. I really like “Sad Professor,” I think that has some of my favorite lyrics of Michael’s. You know, Up is just a bizarre record. It goes from place to place and it’s really just an interesting sound of a band finding itself again. I don’t really listen for favorites, but those are a couple that I really like.

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