R.E.M. released its fourth studio album, Lifes Rich Pageant, on July 28, 1986.

Produced by noted John Mellencamp collaborator Don Gehman, the album was a giant step forward for the band, especially sonically. Not only were Michael Stipe's vocals higher and clearer in the mix—allowing lyrics to take center stage—but every other instrument on the LP was louder, tougher and more confident.

"We decided beforehand we wanted the album to rock," bassist Mike Mills told the Chicago Tribune in 1986. "We wanted a really hard-driving record, but we also like to throw in a lot of things: pianos and organs and accordions and banjos and what-not. And Don, with the stereo effect, can put those things in different places where they don`t clutter each other up. If the sound had been more like our other records, I don't think we would have let the vocals be that up-front. Then it really would have sounded like vocals first and then everything else."

Still, R.E.M. was looking for more clarity: By all accounts, the band was miserable making 1985's Fables of the Reconstruction in London with producer Joe Boyd, and didn't want a repeat of that "tough experience," Mills told Indiana Public Radio in 2016.

“We wanted to get away from the sort of murky feelings and sounds that we got out of Joe in London. The acoustic guitars sounded so good on the Mellencamp records… we just liked that sonic quality that he had, and we decided to give Don Gehman a shot. He really knew how to get a lot of detail and subtle quality and at the same time make it rock."

As Gehman recalled in a 2011 XFM interview, he didn't get the job right away, however; he was first asked to do a tryout of sorts in the band's hometown of Athens, Ga. "They were leery of record companies, and they were leery of anyone who would be answering to a record company," he said. "And so that made them leery of me."

These initial sessions, however, convinced the band Gehman was the right person for the job. "I think they were taken aback at the process that I worked in," he said. "I didn't just record things—I liked to spend time on the arrangement and layer in the overdubs and comp the vocals—all this process which, to me, was normal record-making, they had never been through before.

"When they saw that kind of record-making process didn't take anything away—that it actually added another level of artistic expression—they were very excited by it. That's when they said, 'Let's go make a record.'"

The band decamped to Bloomington, Ind., to record Lifes Rich Pageant at Mellencamp's studio, Belmont Mall, in April and May 1986. “The studio itself, the recording space, was larger than what we were used to,” said Mills. “It was newer, the technology was more contemporary. Don Gehman of course knew it well, and it had everything he needed, so if the producer’s comfortable, that helps a lot.”

Watch R.E.M. Perform "These Days"

Unsurprisingly, the members of R.E.M. embraced the offbeat college town during their stay—frequenting a restaurant called the Runcible Spoon, a coffeehouse named the Daily Grind and other watering holes. “They went everywhere, they saw every band and most of the time said something nice about your performance, they hung out with everyone," musician James Combs told Indiana Public Radio. "They could have just stayed holed up out in the studio, but they were curious and friendly and engaged with our town–and really nice people, too–smart and down to earth. They seemed to like Bloomington, and Bloomington loved them in return.”

Added musician Hilary McDaniel Douglas: “In my experience as a woman playing music, Peter [Buck] was one of the few guitarists who bothered to teach me anything. We used to sit around and jam. Peter would play with anyone and record with anyone, but we spent hours noodling. We both had a passion for country blues like Charlie Patton, Blind Lemon Jefferson and Peetie Wheatstraw. I believe all of them actively wanted to help local music and absorb local tastes.”

Mills indeed recalls having good times in Bloomington, he told Indiana Public Radio. "Peter and I, we used to go around and catch all the bands we could. There were a lot of people doing cover songs," he says. "We saw three different bands in one night do ‘Jungle Love’ by Steve Miller, and at least two of them were wearing pith helmets at the time. We were kind of impressed with that."

Yet the members of R.E.M. worked hard on their own music while they were there. That shows in Lifes Rich Pageant's execution; the album brims with confidence and purpose. The LP starts with "Begin the Begin," a howling call to action driven by Buck's fiery electric guitars and teeth-baring Bill Berry drums, and "These Days," a similarly scorching anthem boasting yelping, beseeching Mills backing vocals. Later, the band finally captured the punk-inflected, lightning-in-a-bottle of "Just a Touch" in the studio—after all, the song dated from 1980 and the first-ever show the band played under the name R.E.M.

Watch R.E.M. Perform "Superman"

However, Lifes Rich Pageant has plenty of nuance as well. "I Believe" begins with galloping banjo; "Swan Swan H" has prominent acoustic guitar; the somber, layered "Cuyahoga" is notable for Mills' humming bass line and elegiac piano; and the soaring "Fall on Me" has chiming, jangly riffs and ornate harmonies. "Flowers of Guatemala" is even more delicate, and reveals the band's increasingly sophisticated arrangements. Lullaby-like percussion and arpeggios amplify Stipe's soothing, conspiratorial vocals as the song starts—but as the tune progresses, it gains power and volume in the form of organ, an electric guitar solo and drums.

"Don is good at layering things so there can be a lot of things going on, but you can still hear everything," Mills told the Chicago Tribune back then, while adding that in terms of Stipe's vocals being more prominent, "it's a combination of things: Michael is getting better at what he's doing, and he's getting more confident at it. And I think that shows up in the projection of his voice. The overall sound of everything was so good, we didn`t mind having the vocals mixed as loud as they were."

Today, the bassist recalls that “Don really pushed Michael very hard lyrically. He challenged Michael to sing a little more clearly, cause he said, 'I’m going to turn you up louder, you’re going to be up more in the mix. … If you have things to say, now’s the time to say it.'"

Indeed, R.E.M. was openly political on Lifes Rich Pageant. "Cuyahoga" alludes to the displacement of American Indians and environmental pollution, and calls for "start[ing] a new country up"; "Fall on Me" refers to protecting the earth; and "Flowers of Guatemala" is an oblique condemnation of U.S. involvement in the Latin American country. On a subtler level, the lyrics of "Begin the Begin" feel eerily prescient for today's social activism and political arena: "Life's rich demand creates supply in the hand / Of the powers, the only vote that matters / Silence means security silence means approval."

But Lifes Rich Pageant is stubbornly optimistic and idealistic despite it all. The message R.E.M. conveyed throughout the LP is that by coming together and pooling knowledge, resources and support, people can make a difference. The lyrics to "These Days" encourage this sense of community—"We are young despite the years / We are concern, we are hope despite the times"—while "I Believe" proclaims, "change is what I believe in," as well as these gems: "Trust in your calling, make sure your calling's true / Think of others, the others think of you / Silly rule, golden words make practice, practice makes perfect / Perfect is a fault, and fault lines change."

Watch R.E.M. Perform "I Believe"

Despite the sharper sound, the album still has a defiant underground streak. "Underneath the Bunker" is a sub-90 seconds goof with a mariachi band sound and distorted vocals, while the album ends with the Mills-led, sunny power-pop burst "Superman," a '60s rock obscurity by a band called the Clique. Plus, to the dismay of grammar sticklers, Lifes Rich Pageant actually has no apostrophe in the title: "I don't know where it went," Mills told the Chicago Tribune. "I don't know why it`s not there. I really don't."

It all added up to R.E.M.'s first gold record and highest-charting single yet ("Fall on Me" hit No. 5 on the Billboard Mainstream Rock chart), and paved the way for the band's 1987 breakout release, Document.

"This whole experience for me was eye-opening, and I think it was the same for them," Gehman said. "I think we all came into it with a lot of baggage. The process of us having this experience together caused us to come to this place. It was on lots of levels. I don't think they really wanted a successful, commercial record. But I think behind it all, they wanted to make enough money that they could continue doing what they were doing. They just wanted it on their own terms."

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