Jangly guitars. Obtuse lyrics, sometimes shouted through a megaphone. The occasional mandolin. R.E.M. were always a decidedly organic band -- not acoustic, but organic in the traditional four-piece rock band sense.

And then in October 1997, drummer Bill Berry left. Frontman Michael Stipe, guitarist Peter Buck and bassist Mike Mills could have taken the route that dozens of bands before them took after losing a member: hire a new guy. Berry was just the drummer, right? Who would even know the difference? But that's not who R.E.M. were. Instead, the remaining members took the road less traveled: they hired a drum machine. "I guess a three-legged dog is still a dog," Michael Stipe told Spin. "It just has to learn to run differently."

It was a startling move for a band that started out not in the thrall of krautrock but rather Big Star. During their early '80s college radio heyday, it wasn't a Yamaha DX7 or Prophet 5 keyboard that added texture to the band's songs, but rather Buck's Rickenbacker guitar. R.E.M. were a dyed-in-the-wool rock band. Keytarists need not apply.

By 1998, however, times had changed and all bets were off. With Berry's foot no longer holding down the bottom end, the band broadened their sonic landscape. Fans expecting the rocking R.E.M. of the I.R.S. years (or even the dark and distorted Monster) eagerly unwrapped the band's latest on Oct. 26, 1998, loaded it up, and heard this:

Entertainment Weekly critic David Browne captured the reaction of legions of fans in his review of the album. "When Bill Berry left R.E.M. last year, did he take their drum kits with him? Up, which finds the band back up and running for the first time since Berry became the first original member to leave, has a spooked, fragile stillness to it. The songs are built around humming, gently throbbing electronic keyboards; the whomping drumbeats that Berry contributed are mostly gone, replaced by the tick-tocking of lo-fi machines. Peter Buck’s guitars don’t ripple; instead, they dart in and out of the songs like sound effects."

Although that sounds like a condemnation, Browne actually liked the album, calling it "the most cohesive R.E.M. album since 1992’s Automatic for the People."

Up's standout track is "At My Most Beautiful," which earned (and still earns) comparisons to a Brian Wilson track but is consummate R.E.M. (Spin also labeled deep cut "Parakeet" a "Pet Sounds knockoff.")

Up remains the band's lowest energy album, but that's not necessarily a bad thing. Ann Powers framed the record as "morning after music" in her Rolling Stone review. "Rock ballads are the songs you play after the night has burned itself out," she wrote. "Soft music takes you down from the party, filling the dawn's empty breathing space with forgiving beauty. 'As the sun comes up, as the moon goes down, these heavy notions creep around,' sings Michael Stipe in 'Walk Unafraid,' one of the fourteen rock ballads... that comprise Up."

Like most reviewers, Powers wrote positively about the album, giving it four stars and framing it as the BeatlesSgt. Pepper's Lonely Hearts Club Band in a somewhat strained analogy. Others weren't so kind. Even here at Diffuser, we once ranked the album No. 9 on our list of 10 Terrible Albums by Great Bands. But we also placed Up in the No. 11 slot in our ranking of the band's catalog, essentially identifying it as the best R.E.M. made after Berry's departure.

For all intents and purposes, that's what Up really is: the fulcrum point upon which the "new" and "old" bands teeter. It's an admirable effort under challenging circumstances, but not a disc that even the most rabid R.E.M. fans keep in heavy rotation. At the time it was R.E.M.'s lowest selling album of their Warner era, but it still went gold or platinum all over the world. That's not too shabby for a three-legged dog.

R.E.M. Albums Ranked in Order of Awesomeness

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