Berry’s departure threw the band’s dynamics off balance. They’d long ago settled into a familiar working rhythm: Buck and Berry workshopped material in the studio prior to Mills’ arrival, and the trio would then hand over tracks to singer Michael Stipe. Buck had already been seeking new sounds, amassing old keyboards and drum machines prior to the start of the album sessions. Once recording was underway, Buck, on bass, started each day laying down tracks with drummer Barrett Martin and multi-instrumentalist Scott McCaughey, while Mills added color and textures with keyboards. Stipe suffered a massive case of writer’s block toward the end of recording, leaving the rest of the band to tinker with overdubs and mixes as they waited for the vocals. Navigating such shifts would be tricky under any circumstances, but R.E.M. also switched producers from Scott Litt, who had helmed every one of their records since 1987’s Document, to Pat McCarthy, a sympathetic collaborator who helped facilitate Buck’s experiments with electronics, achieving sounds that, while not out of step with the alternative rock of the late 1990s, were still new to R.E.M.
R.E.M. pushed their machines to the forefront on “Airportman,” a song that Mills insisted on having as Up’s opening track—“like a signpost,” he said: “‘This way lies madness.’” If Up never quite succumbs to derangement, “Airportman” nevertheless serves as a fitting keynote for an album about being in transit, moving inexorably from one location to the next. The forward motion isn’t without pauses. Up often digresses, lost in its own ambience and introspection. Partway through the record, a series of hushed, elongated songs skirts the edges of a drone for nearly 20 minutes, a span as long as a mini-LP. Sometimes, it seems as if Up was sequenced as a series of interlocked EPs: The first third contains the brightest, hookiest material; the second segment ( from “The Apologist” to “Why Not Smile”) is the darkest; and the final stretch splits the difference between the two extremes.
Undercutting that sequencing is the fact that each song sounds both like a beginning and an ending. The album’s elliptical flow makes it appear that the band keeps returning to the starting line. Succumbing to the era’s propensity for CD bloat didn’t help matters: The record expands and contracts for over an hour, then abruptly finishes with “Falls to Climb,” an elegiac number that plays like neither a conclusion nor an epilogue. The almost arbitrary ending supports Buck’s contention that “Up never really did get finished.”