Craft Recordings celebrates the 25th anniversary of R.E.M.’s bestselling 11th studio album, Up, with an expanded and remastered reissue.

The expanded reissue 2 CD features the album, plus the Party of Five performance in its entirety. Reissue features newly remastered audio by Bob Ludwig at Gateway Mastering.

When legendary alt-rockers R.E.M. entered San Francisco’s Toast Studios to record their 11th studio album, they were at a significant crossroads in their celebrated career. Specifically, the 1998 release would be their first without their founding drummer, Bill Berry, who amicably stepped down from the band months earlier. After 17 years together, his absence weighed heavy on Michael Stipe (vocals), Mike Mills (bass), and Peter Buck (guitar). But it also forced the remaining members to reinvent themselves – while pushing their creative limits. “Once we made the decision to continue without Bill, we had to look at it as a freeing thing, otherwise why do it at all?” says Mills. “We had to approach it with enthusiasm and hope, as a brave new world of unexplored possibilities.”

The band chose not to fill Berry’s seat, which led them to experiment with drum machines and other electronic elements, including tape loops and synths. “I think in all of our minds, we were trying to discover how to be a different band,” explains Buck. Helping the musicians achieve their sonic goals was producer Pat McCarthy (U2, Counting Crows, The Waterboys) with assistance from Nigel Godrich, who was on the verge of breakout success with Radiohead’s OK Computer. “A lot of [McCarthy’s] work with the programming end of things was really vital to giving this record the unity that it has,” says Mills. “His work cannot be overstated on this record.”

Modell describes Up as “The beautiful but misunderstood, complex but overlooked, difficult but incredibly rewarding red-headed stepchild of the R.E.M. catalog,” adding that it “features some of the best songs R.E.M. ever committed to tape.” Eschewing much of the jangly, guitar-driven rock that made R.E.M. one of the biggest bands in the world, Up found the trio channeling the likes of Brian Eno, Leonard Cohen, and the Beach Boys, as they married vintage flavors with the futuristic vibes of electronic music.

The album opens with the atmospheric “Airportman,” which blends haunting, ambient layers, over Stipe’s intermittent, near-whispered vocals. Speaking to the track, the singer-songwriter recalls, “We always wanted to introduce each record with a song or attitude or mood that showed people they were stepping into a whole different thing. We never wanted to repeat ourselves, and ‘Airportman’ might have been our most radical choice in that regard. But we wanted to let longtime fans know that we were now a three-piece – that Bill was really gone, and we weren’t just going to find some ersatz Bill, but instead use the opportunity to explore different ways of composing and arranging and presenting the work.”

Those explorations also found the band expanding into pop territory, through tracks like the lush, piano-driven “At My Most Beautiful” (a Top 10 hit in the UK, and one of R.E.M.’s few love songs) and the jaunty “Lotus,” with its energetic “Hey Heys” and fuzzy guitar hooks. The song, which references 1987’s “It’s the End of the World and I Feel Fine,” marks the only track on the album with a full drum kit (played by Barrett Martin). The band also experimented with instrumentation – including a harpsichord on “Why Not Smile,” Pet Sounds-era organs on the dreamy “Parakeet,” and embellishments of vibes and a tabla on “Diminished.” The latter tune is also notable for including the hidden track “I’m Not Over You,” a stripped-down solo number by Stipe, which, Modell notes, is “the first and possibly the last [song] he ever wrote on a guitar.”

Other highlights include the lead single “Daysleeper,” a Top 10 hit in Canada and the UK, which topped Billboard’s Adult Alternative Songs chart. The contemplative track, which falls stylistically into “classic R.E.M.” territory, tells the story of a night-shift worker who falls into despair, amid the isolation of their flip-flopped schedule. The striking “Suspicion” layers warm strings and piano over the measured beat of a drum machine, while “Hope” is based on frenetic programmed beats and buzzing effects. The soaring “You’re in the Air,” meanwhile, found the trio returning to their hometown of Athens, GA to record with their longtime collaborator, John Keane.

As the band put the finishing touches on Up, they also decided to make another bold choice: printing Stipe’s lyrics for the very first time. “I felt like everything was new,” he recalls. “I had rules that lasted for albums….I just threw [them] out the window.” Much to the delight of fans, the practice would continue on R.E.M.’s subsequent studio albums.

Upon its release in the autumn of 1998, Up proved to be another commercial and critical success for the band. A No.2 bestseller in the UK and Canada, Up spent 16 weeks on the Billboard 200, peaking at No.3, while it landed in the Top 5 and Top 10 across Europe and Oceania. Ranked in a variety of outlets as one of the best releases of the year, Up was received warmly by the press, including Blender, which called the album, “Their most intimate in years,” while Spin declared, “This latest move suits R.E.M., as it’s a return to the cradle (if not womb) of their creativity,” adding “Up’s lushly arranged tunes show off Stipe at his most…beautiful.” Rolling Stone, meanwhile, hailed that Up “Is a look back and a dream forward from the greatest rock-ballad band that ever existed, a group whose fast songs even made you think slow, the one that made introspection not just a sideline but the whole game.”

While the recording process for Up was challenging – both creatively and emotionally – it set the band on course for the triumphant second half of their career. Stipe reflects, “The growing pains of becoming a three-piece were really evident throughout the entire making of the record, and it left three best friends very distant from each other as creative partners, but we managed to hold it together, and I believe a very good record came out of it.”

Disc: 1
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

Disc: 2
1 Introduction
2 What's the Frequency, Kenneth?
3 Lotus
4 Daysleeper
5 Country Feedback
6 Walk Unafraid
7 Losing My Religion
8 Parakeet
9 The Apologist
10 It's the End of the World As We Know It (And I Feel Fine)
11 I'm Not Over You
12 Man On the Moon