Drummer Bill Berry left R.E.M. during 1997, a major upheaval for the group who’d had no lineup changes in their twenty years. In a tight knit group, Berry shared composing the music with Buck and Mills; the group considered breaking up, but Berry made them promise to continue. While they continued, R.E.M. took a radical departure from the hard rock flirtation of the previous two records, with Mills primarily playing keyboards and Buck playing bass. With its slow tempos and lack of much approachable material, Up can be a difficult proposition, even though it contains plenty of strong material. Opener ‘Airportman’ is built around a minimalist repetitive riff that’s more in electronica influenced territory. On the other extreme, first single ‘Daysleeper’ is very much in a traditional R.E.M. vein, with acoustic guitars and a memorable chorus. ‘Lotus’ is just about the only upbeat track, ‘At My Most Beautiful’ is an enjoyable Beach Boys homage, while ‘Suspicion’ and ‘Falls To Climb’ indicate that the group still have some enjoyable melodies available to them. If you’re not turned off by the slow pacing, Up definitely worth exploring, but it feels more forced and less natural for the band.