By Debbie Gilbert

NOVEMBER 9, 1998:  When drummer Bill Berry admitted a year ago that he no longer wanted to be a musician, the remaining members of R.E.M. had three choices: break up, hire another drummer, or try to make it work as a trio.

The first two options were rejected immediately. Fired with enthusiasm about starting a new album, they didn’t want to quit. But the quartet had been so closely knit for 18 years that bringing an outsider into the creative process was unthinkable. So the threesome forged ahead, without a clue where they were going. Up, R.E.M.’s 11th album, is the result.

It’s a surprise, but not entirely. Anyone familiar with guitarist Peter Buck’s side band Tuatara and its kitchen-sink approach to world music and jazz could have predicted that R.E.M. might throw unusual instruments – Mellotron, marimba, Moog synthesizer, bouzouki, whatever – into the mix. And given the band’s admiration for Radiohead, it wasn’t unexpected that some of that weird ambience would creep into their work.

At this point, R.E.M. are much like the Beatles after the latter stopped touring. Freed from the constraints of performing as a pop combo, both bands could let their imaginations run wild in the studio. Berry’s departure so altered R.E.M.’s dynamic that they threw out everything they’d done before and started from scratch. On Up, bassist Mike Mills plays mostly keyboards; Buck takes over the bass. Singer Michael Stipe, who has always proudly (and truthfully) proclaimed his total ignorance of musical instruments, plays guitar on two tracks (although “plays around with” may be a more accurate description).

The band has been known for its organic sound and hands-on method, so the introduction of electronica could seem a betrayal of R.E.M.’s identity. But it turns out not to be a problem – they manage to make the synthetic sound warm and approachable. However, there are greater obstacles. R.E.M.’s strongest suit has always been melody, and its tight rhythm section was also a vital asset. On some of Up’s tracks, one or both of those elements are weak or absent.

But when the album threatens to lose cohesion, Stipe’s voice is the golden thread that holds it together. Now recovered from the tour-induced raspiness that marked 1996’s New Adventures in Hi-Fi, his baritone is pure and clear, more focused and controlled than it’s ever been. He’s particularly impressive on the delicate “You’re In The Air” and the courageous, album-closing “Falls To Climb.”

For the first time in R.E.M.’s history, complete lyrics are included in the album’s packaging. Ironically, this is almost redundant, since by now Stipe’s enunciation is unobjectionable. (If the band really wanted to do listeners a favor, they’d throw in the words to, say, “Sitting Still.”) But possessing the lyrics doesn’t necessarily guarantee comprehension; anyone who can decrypt the meaning of “Parakeet” probably does crossword puzzles with a pen.

Thematically, the tracks are linked by undercurrents of despair, adversity, and occasional triumph; the tone is intimate and confessional. Despite the album’s title, most songs are about people who are falling, literally or figuratively – alienated souls unable to connect with society. There’s the brilliant man who ruins his life with alcohol in “Sad Professor,” the apparent murderer who tries to wriggle his way out of trouble (“Can I charm the jury?”) in “Diminished,” and the disoriented night-shift worker in “Daysleeper.”

Stipe rarely writes autobiographically, but “Walk Unafraid,” about finding the strength not to conform, is an obvious exception. This is a person who’s based his whole life on nonconformity, and his cheerful defiance here is inspiring.

Musically, anything is fair game on Up. Signaling from the outset that this is not the same R.E.M., the album opens with “Airportman,” an atmospheric Brian Eno sort of thing overlaid with chimes and a creepy droned vocal. Then it jumps into “Lotus,” a catchy slice of Bowie-style glam rock, followed by the silky-smooth “Suspicion,” a cross between Chris Isaak and ’60s soul. “Hope,” a clever exposition on the confusion between science and religion, borrows (with permission) a melody from Leonard Cohen’s “Suzanne” and surrounds it with whirling synthesizers. “At My Most Beautiful,” a deliberate homage to Pet Sounds, reproduces Brian Wilson’s harmonies and orchestrations with uncanny precision. And the compassionate “Why Not Smile” melds harpsichord with a galloping castanet rhythm, then throws a grating electric guitar on top to keep things from becoming too sweet.

Many will find Up initially baffling, but like most R.E.M. albums, it improves with each listen, as nuances and new levels emerge from the mix. The one component that should have been used more sparingly is the drum machine – an abomination that sounds cheesy under any circumstances. It’s not as if human musicians weren’t available – Beck drummer Joey Waronker, Screaming Trees drummer Barrett Martin, and Monster tour backup guitarist Scott McCaughey all helped out on the album. By using mainly mechanical percussion, R.E.M. handicap themselves needlessly. Their solution is to disguise the metronomic ticking with layer upon layer of instrumentation, like smothering bad food with condiments.

Shortly before Up’s release, R.E.M. announced that they would not, after all, tour in support of the album; reconciling the past with the present proved too difficult. It’s likely that while R.E.M. will continue to make interesting music for some time, they will never launch a large-scale tour again. And that may be the right decision. The new material sounded great when performed two weeks ago at a New York City club, but it’s not suited to arena-size venues. The band’s withdrawal from touring is not such a bad deal, though, if it means that we get more albums as complex and inventive as this one.

Up represents a brave gamble taken by three people at a fragile juncture in their careers, and it pays off, both for them and for the patient listener. With the exception of “Lotus,” there’s nothing here you can dance to. But if it’s emotional involvement you’re looking for, step right on up.

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