n 1998, R.E.M. was running with a broken engine. Longtime drummer Bill Berry—the world's most famous aneurysm victim—was so unsettled by his tete-a-tete with the light at the end of the tunnel that he buggered off to raise radishes in blessed anonymity. Furthermore, the conspicuous lack of chart action for 1996s New Adventures in Hi-Fi started people speculating that perhaps America was slowly starting to realize just how weird a Top 40 Band R.E.M. actually were. When the group finally released their first album as a trio, the wobbly, doddering Up, the loud sound of three million bangers and blamers angrily yelling “What the fuck?” promptly jostled them right out of their position at the peak of the pop charts.

In spite of this—or perhaps because of it—the band needed to present to the press a unified front. And present they did; Michael Stipe crowed about how, coming from any other band, Up would be hailed as a masterpiece and Peter Buck insisted that, at their core, these were “classic R.E.M. songs”. Even bushy-browed Farmer Berry climbed down from his tractor to offer some well-intentioned hokum about how the band had gone and made their best record now that he’d left.

Well, no one who’d heard even the A-Side of Reckoning was going to buy that and sure enough, three years later, the band was hastily making apologies for Up. This was likewise a press-maneuver: the trio had a newer record to peddle and, probably a little freaked out by Up’s cool commercial reception, were trying to let as many people as possible know that this one, Reveal, didn’t sound a damn thing like it. They were right—but in no way was that a good thing. The only bright side was that the calculated backpedaling did get the usually taciturn Buck to own up to the fact that Up was a) too long, and b) sequenced “all wrong.”

I could have told him that. I made that same discovery myself after owning Up for about a week and trying to figure out where in the hell the entry point was. I wasn’t about to surrender—in my eyes Monster was an unqualified success (still is), and it was going to take more than a few synthesizers to put me off. It wasn’t until I started playing it on shuffle that I could see the little glowing heart at the center of the songs. I fell in love with the record over the next few months, learning its odd twists and alleys like you learn the road that takes you home. It always bugged me to hear people dismiss it so casually, especially since it seems to gain scope and contour every time I go back to it.

So here’s my attempt to proselytize. I’ve taken Buck’s admission, that it’s too long and it’s sequenced poorly, as a kind of guideline. Stripping the record of three of its more obstinate tracks brings it down to a saner, more manageable forty-eight minutes, and shuffling the deck helps to reinforce the album’s strong melodic current. And since there are currently 40 copies of this record going for less than $5.00 on Amazon, the time was never better for a second chance, a shot at filtering out all the PR malarky and seeing Up for what it is: The last great R.E.M. record.

Because no amount of re-sequencing is going to save those last two.

Why Not Smile?
The one clear imperative going into this record was the group’s dire need to re-establish itself—not only mechanically after Berry’s departure, but also sonically after two straight records of playing R.E.M. Speedwagon. “Why Not Smile?” is the perfect opener, neatly re-framing Buck/Stipe/Mills as dogmatic melodicists while gradually and methodically introducing the new elements in their catechism. It’s like the lights coming up slowly over a darkened stage: there’s a hushed twinkle of bells, and then Stipe’s voice, naked and forthright, singing a single clear sentence: “The concrete…broke your fall”. With that last word, the whole song starts to unfold: first the stiff pirouette of a harpsichord, then the ghostly moan of an organ, finally a clunky, shuffling drum machine. Unlike “Airportman,” which shoved listeners rudely down Tiger Mountain, “Why Not Smile?” comes to you with open arms, anchoring the group’s new aesthetic in a simple, sturdy melody, and making the transition to synthetics easier to accept. It takes its lovely time, gradually building to a majestic crescendo that has all the serene authority of a steamer pulling into shore. It doesn’t sound like a struggle—it sounds like a triumph.

Hope
And we’re off. Having clearly established this as a keyboard record, the group is free to kick around a bit in their new environment. There’s been a lot of hemming and hawing about Stipe’s nicking Leonard Cohen’s “Suzanne” for the melody here, but the vocal is its least interesting attribute. The song is a masterpiece in miniature, a million whirring gears that click and spin on their own momentum. Like “Smile”, the elements show up slowly—at first there’s only a rinky-dink monophonic keyboard and a drum track chattering like a wind-up monkey. But as it progresses it gets more complex—tiny elements enter and fade, sometimes only for half a measure, and the intense focus and masochistic attention to detail start to reveal themselves. There are hundreds of carefully scheduled surprises: the tiny bass keyboard that sounds like it’s running to catch up with the rest of the song at the ninety-second mark, the out-of-tune piano that falls down the stairs as Stipe sings “hope that it’s a spaceship”, the fantastic transition to a major-key that happens at 2:30. You know that it’s half crazy, but that’s why you want to be there.

The Apologist
After “Hope”’s huge, open-end-of-the-crescendo finale we dive headlong into “The Apologist”, a song that starts big and ends bigger and a song that begins our slow descent into darkness. This is Up’s “Try Not to Breathe”, a grim, lumbering number that locks you in and shuts the lights out. But where “Breathe” had swaying guitars, this one’s full of slithering synths and warped, ominous rushes of mellotron. It’s not for nothing the song’s main hook is Stipe singing “I’m sorry”—there’s a weird aura of predestination to the song, from Buck’s serrated leads to the weird whistles of feedback that rocket up and explode without warning. This is the first step into the haunted forest, the point at which Up’s smile starts to fade.

Walk Unafraid
Full disclosure: I’ve never been crazy about this song. But since it’s beloved by many—including the band, who have resuscitated it for their last two tours—and because it continues the descent into darkness started by “The Apologist,” it stays. In interviews Stipe tries to spin this as a hopeful song, but it sounds like it’s fighting against itself. He may be singing “Walk unafraid” on the chorus, but the music jittery and anything but confident. This is another song where elements keep dropping out. It rushes from a full, exuberant chorus to a skeletal second verse, where Stipe’s voice has nothing supporting it but a few stray squiggles of guitar. And when he and Mills duet on the strangely unsettling line “If I have a bag of rocks to carry as I go,” it sounds like the kind of melody you sing while passing the graveyard to keep the ghosts away.

Lotus
“Lotus” is a gem, a weird, slinky rock tune whose croaking three-note melody that sounds like a toad going through withdrawal. But sequencing it second was a cruel fake-out. The memory of "R.E.M.: Rock Band!!" still loomed large, and throwing out “Lotus” so early in the record gives the mistaken impression that Up was going to continue that Arena-Wrecking ferocity. With such cokey momentum sandwiched between the misty “Airportman” and moody “Suspicion” on the original Up (both of which I’ve deleted here), it’s no wonder people got confused. Placed deeper in the album, as the conclusion to a trilogy that starts with “The Apologist,” its sinister energy and snake-charmer guitars sound less like a fanfare and more like a continuation. And not to dwell too much on the details, but it always bugged me that no one picked up on the song’s coy, self-referential bent, topping out in the line: “Who’s this stranger crowbar spine? / Dot dot dot (and I feel fine!)”

You’re in the Air
The start of the reprieve. Hands down one of the group’s most gorgeous moments, right up there with “Perfect Circle” and “Green Grow the Rushes”, but with more cold longing than both combined. Stipe is signing at himself here, chastening “You wanted a challenge” while a brutish bassline keeps bumping into him. The verses are a glorious patchwork, no single instrument holding on for longer than a few seconds. Listen to it: pieces keep falling out. Keyboards hold a single note for a few seconds and then give up, the bass trips and collapses. The only constant is Stipe’s broken voice. Only in the chorus does anything sustain, and there it’s a single, sad mellotron roll, its continuous step-down providing counterpoint to Stipe’s ascending vocal melody.

Daysleeper
or, “Here Comes the Sun.” This marks the album’s transition into songs dominated by organic instruments, and by the time it’s ebullient chorus kicks in, it feels like a fog lifting. The band’s last classic single. It speaks for itself.

Sad Professor
The organic-instrument theme continues here, opening with a dry strum and a “Sweetness Follows” bass build. There’s not as much to say about the record’s more traditional songs, except that they’re sturdy and respectable, and Stipe compensates for his lyrical lapses with one bravaura vocal after another. He goes for it on this one, somersaulting up the octave and making the plaint sound that much more pained. It’s an oddity in the R.E.M. catalog, a devastating little number about a man who wakes up one morning and realizes, all at once, that he’s wasted his life. It’s Steinbeck: The Musical, but Stipe manages to drain the line “I hate how I wound up” of everything but clammy regret. One last thing: it’s not until the third time through you realize this song has absolutely no percussion.

Parakeet
Made almost entirely out of neon tubing, “Parakeet” hums and glows like, well, like a mechanical bird. 100% electronic piano, “Parakeet” sounds like the karaoke track to another, bigger song. It’s perfect and charming like this, and Stipe tops it off with a terrifically effective over-arching metaphor, about man-as-bird trying endlessly to escape these fanged existential cats. He ends the song, beautifully, in Valhalla, where “mean cats chew on licorice and cannot climb the trees.” Also, can you name any other pop song that uses the word “eucalyptus”? Were Midnight Oil even able to pull that off?

At My Most Beautiful
, or the “Amen.” Coming near the end of the record, it sounds like salvation, the final beautiful destination we’ve been struggling towards for the last nine songs. It felt chintzy at the center of the record, a piece of rock candy on a plastic ring, but as a conclusion it’s a solid diamond, three-and-a-half straight minutes of melody as a reward for struggling around the record’s hundreds of tight corners. Stipe sang the word “smile” and Mills went “doot-doot-doot” and so everybody within throwing distance hollered “Beach Boys!”, and God only knows how many reviewers followed suit. It’s just as much Gary Wilson as Brian, though, a Botticelli done up in Day-Glo Paint. More, though: it captures that beautiful, holy, serene stillness that comes when you watch the person you love sleep. “I count your eyelashes, secretly”—who does that? A better question: Who doesn’t?

Falls to Climb
or, “The Postscript,” the bitter pill that comes after the stillness as a reminder that yes, Virginia, everything is still fucked-up, people are still cruel, and sometimes love takes a hit in its struggle to conquer all. After the perfect sleep of “Beautiful”, this song is like a fever dream, an acknowledgement that even though we are allowed our perfect quiet moments, every day is a battle and every evening must be earned.