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With subtle hints of electronics and more effective use of arrangements, this was the group's first album following the departure of drummer Bill Berry the previous year. In his place were drum machines and session drummers. Apparently, the group almost split while recording 'Up'. A good job they didn't since it features the wondrous 'Daysleeper' which went to number 6 in the UK singles chart. Charming pastoral flavours guide the song's gorgeous melody through spells of introspection and joy. One of their best and most underrated singles. Michael Stipe explained: "I was in New York, putting together a book of haikus that I worked on with several dear friends of mine over the course of a year, and I was walking down the steps of this building. It was probably four o'clock in the afternoon, and I come to a door—it's apartment 3-D or something—and there's a sign on it that says "Daysleeper," and I walked a lot more carefully, quietly down the steps, thinking about that poor person who's trying to sleep, and me and my big old boots interrupting her sleep. So I wrote this song about a daysleeper that's working an 11–7 shift and how furious the balance is between the life that you live and the work that you have to do in order to support the life that you live."
But the album's highlight is the stunning piano ballad 'At My Most Beautiful', a big, Brian Wilson-influenced piece that was released as a single in 1999, reaching number 10 in the UK singles chart. Of the line, 'I found a way to make you smile', Stipe later recalled, "I just thought, that's the most beautiful thing in the world." It took him a year to write the song's verse after putting his full thought into what could make a loved one smile. Known for writing ironic love songs, Stipe wanted a change, and delivered "the most romantic song I'd ever written".
'Up' entered the UK charts at number 2, but wasn't as well received by the public as their previous, more high profile releases. In both the UK and the US, 'Up' resulted in the band's lowest sales in years. "The things that we have to do creatively for the band may not be the most commercial things," said bassist Mike Mills. "That isn't the point. The point is to keep it fresh and interesting and alive.
"There are certain things I set out to do," Stipe said. "Rough ideas that I wanted to play around with. One of them was the religious-spiritual versus science-technology-modern-age. There are several songs on the record that, to me, address that. I don't know how other people are going to take them. It's taking off a little bit from 'Undertow' and 'New Test Leper', with the freedom of 'E-Bow the Letter' and 'Country Feedback' – songs that just come out. What I really wanted was more of that automatic, unconscious stuff… greatly inspired by Patti Smith and various others… Bert Downs said the record's about people falling down and getting back up again. He said there's a lot of that imagery. I'm like, 'Really?'"