• Rolling Stone (11/12/98, p.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..."
  Q (12/98, p.112) 4 - 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..."
  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-

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 agonised "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.

R.E.M.: Michael Stipe (vocals, guitar); Peter Buck (guitar); Mike Mills (bass).
Additional personnel: Jere Flint (conductor); Jun-Ching Lin, David Arenz, David Braitberg, Willard Shull, Sou-Chun Su, Ellie Arenz, Jay Christy, Anne Page, Helen Porter (violin); Paul Murphy, Reid Harris, Heidi Nitchie, Patti Gouvas (viola); Daniel Laufer, Elizabeth Murphy, Christopher Rex, Nan Maddox (cello); Douglas Sommer (acoustic bass); Barrett Martin, Joey Waronker (drums); Scott McCaughey, Bruce Kaphan, John Keane.
Engineers: Peter Buck, Charlie Francis, John Keane.
Principally recorded at La Casa Del Elefante, Seattle, Washington; Toast, San Francisco, California; John Keane Studios, Athens, Georgia; Tree Sound Studios, Atlanta, Georgia.
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.

This Athens band's initial mix of Velvet Underground strum, Byrds-like Rickenbacker jangle, and charismatically oblique singing, became the sound of the 1980s as legions of bands followed suit. But even as imitators codified R.E.M.'s approach into the money-making "alternative rock" sound, the group refused to stand still, constantly changing and developing without ever abandoning their underground principles. Somehow they became superstars along the way, but it's never affected their commitment to their music. In 1997, drummer Bill Berry left the band, but Michael Stipe, Peter Buck, and Mike Mills soldiered on in his absence.