Excerpts from revised and updated second edition of
by Marcus Gray.

Copyright Marcus Gray, 1996

(See end document for publication details.)


(From Chapter 1)
The Origins Of R.E.M. 

..For someone who expresses annoyance at being described as 
odd, Michael sometimes seems to be going out of his way to 
create that impression. He is not above resorting to the hoary 
old clich that he knew he was `different' even as a small boy: 
`People change drastically when they get around me. They always 
have, since I was a kid.' In another interview, he announced, 
apropos of nothing, that he `used to eat ink and glue as a kid'. 
In another he claimed that he wrote backwards `right up until 
sixth grade [age 12]. Perfect mirror image', and only stopped 
when one teacher told him his brain would flip over if he kept 
on. In fairness, writing backwards is not particularly unusual 
among left-handed children, but it is one more quirk to add to 
an already sizeable collection.
He insists that none of this served to make him a difficult 
child. `I was always a little charmer,' he told Details in 1995. 
`I could charm my way in and out of anything. Unfortunately that 
extended to my education: I didn't really pay attention.' His 
father called him Mr Mouse `because Mighty Mouse was my 
favourite cartoon', but - so he claims - at kindergarten the 
teachers knew him as Michael Stipe the Shining Light... 
The first song Michael remembers hearing is `Moon River', 
Henry Mancini's theme from the 1961 movie Breakfast At 
Tiffany's. It became a great favourite, although - as he later 
admitted - this was partly because he thought the phrase `my 
huckleberry friend' referred to Huckleberry Hound. The other 
music he was exposed to belonged to his parents. Their 
collection at the time included some gospel, a few film 
soundtracks, some George Gershwin and the 1812 Overture `with 
real cannons'. In the mid Sixties, the Stipes moved to Texas, 
where Michael also began to hear country and western. The 
children befriended an elderly record store owner named Mr 
Pemberton. `He used to give me and my sisters the singles he 
didn't need any more, the ones that wouldn't sell. So we got 
Tammy Wynette, the Beatles and Elvis. And Roger Miller. He had a 
song called "Skip A Rope" that had a profound effect on me.'
His sisters were also involved in his first record 
purchases: the soundtrack albums for The Parent Trap, starring 
Hayley Mills, and Elvis Presley's 1967 album Double Trouble. `We 
had to buy them together because all we had was seven dollars 
between us.' In 1968, Michael was also much taken with the Ohio 
Express's decidedly ambiguous `Yummy Yummy Yummy' - the chorus 
is `I've Got Love In My Tummy' - much to his father's 
consternation and public embarrassment.
Excepting the last-named song, almost all of Michael's 
somewhat idiosyncratic childhood favourites have since turned up 
in R.E.M.'s repertoire. The more conventionally popular sounds 
of the Sixties passed him by completely. So much so that, even 
in the late Eighties, he was still insisting that he had little 
or no knowledge of seminal works by Bob Dylan, the Beach Boys or 
even the Beatles, and was totally ignorant of the original 
versions of R.E.M.'s Sixties cover versions. `The others just 
say, "Well, here are the words," and I do them.'
His claim to have been almost entirely unmusical until he 
began to sing in rock'n'roll bands was no more reliable than 
Peter's never to have progressed beyond paragraph one of Bert 
Weedon's Play In A Day prior to joining R.E.M. Equally 
untrustworthy was Michael's 1991 `confession' to the contrary: 
`When I was about eight or nine, I played accordion, piano and 
guitar. Classical piano at the age of ten. My father was a 
violin player, my great-grandmother was an opera singer. I've 
never tried, but I'm sure I could sing it too.' Possibly closer 
to the truth, though far more bizarre, was the following 
admission, made to Song Talk that same year: `I did play well as 
a child. I think it was when my parents bought a piano and put 
it in my room. I lived in Texas at the time, and I had this cow 
skull up on top of the piano and one night I woke up and the 
piano and the cow - whose name was Clyde - were staring at me. 
From that day on, I never played piano again.'...


(From Chapter 8)
Into the Cryptic with R.E.M.'s Album Packaging


Michael had been working with Warner Brothers Art Director Tom 
Recchion since Out Of Time, but in June 1994, prior to 
commencing work on the packaging for the newly-completed album, 
R.E.M./Athens Ltd also took on their own in-house Art Director 
to assist with album and merchandise design and newsletter 
layout. At 23, Chris Bilheimer was still a student at UGA, but 
had already done artwork for releases by Stipe-approved bands 
Daisy and Magnapop as well as Athens local magazine Flagpole. 
After venturing out into the mainstream for the previous album, 
Michael also turned to people closer to home for photographs. In 
addition to his own pictures, the CD fold-out includes work by 
Chris and C-00 associate Jem Cohen, among others. 
Always something of a cartoon fan - he cited Krazy Kat as a 
hero in a 1988 Melody Maker feature, and in 1994 interviewers 
noted that he was sporting a tattoo of the character on the 
inside of his upper arm - Michael obviously thought cartoon 
images would be suitable for the over-the-top punky material 
included on this album. Two of the fold-out's panels feature 
Greg Fiering's Migraine Boy, an unhappy soul, regularly 
tormented by his friends, and with a permanent splitting 
headache, who appears regularly in the pages of Flagpole. The 
bear's head on the front cover, and reproduced in silver against 
a blue background on the disc itself, is taken from a balloon 
manufactured by the Tilly balloon company. (An early plan was to 
include a balloon with each CD.) No torso existed, so Michael 
had one computer-generated to fit... and then decided to leave 
it detached from the head. It can be found on the back cover, 
underlying the track listing. The two parts were finally brought 
together for the posters promoting the R.E.M. 1995 World Tour.
Migraine Boy and the balloon bear's head were intended to 
illustrate the album's original title, Exploding Head. This 
title that would have become almost unbearably poignant the 
March following its release, when Bill suffered what was 
initially thought to be an acute migraine and turned out to be a 
ruptured aneurysm on stage while performing songs from the 
album. The phrase `exploding head' also has sexual connotations, 
the leering smuttiness of which would not have been out of 
keeping with the line `do you give good head?' in `I Don't 
Sleep, I Dream' and - more generally- with Michael's claims that 
he, for one, had set out to write a trashy, sexual, in-your-face 
album. In the event, the cover images also prove relevant to the 
replacement title: a decapitated grizzly is a frightening 
prospect, and Migraine Boy and his friends are little monsters. 
Like Green before it, the title Monster was selected for a 
number of reasons. There are references to monsters like 
Frankenstein in `Crush With Eyeliner'; the protagonists of 
almost all the songs are monsters, not least `the voice of 
Satan' in `I Took Your Name'; and the green eyed monster, 
jealousy is by no means exclusive to `Circus Envy'. Musically, 
the album is monstrously loud and brash, and the band knew that 
they would be going out to tour it live for the best part of a 
year, a monstrous undertaking that would make the album a 
monstrous success and turn R.E.M. into media monsters. Recording 
took place despite a host of external pressures and diversions, 
which meant that the album sometimes became a monster beyond 
their control, and as a result tempers became frayed and the 
band members behaved like little monsters towards each other. 
`We were afraid we were going to get eaten alive by it,' 
admitted Mike at the time of its release.
The cartoon theme is picked up elsewhere in the packaging 
by the bright colour tints of the band portraits, the tacky 
furniture photos, and the graphic symbols. Of these, the 
concentric circles overlaying one of the Migraine Boy panels 
represents the building up of tension and the radiation of his 
pain. Of the others, the question mark represents `What's The 
Frequency, Kenneth?', the explosion `Bang And Blame' and the 
arrow `Let Me In'. Michael himself resembles cartoon in his 
portrait photograph: he would seem to be slapping his own head.
Two of the fold-out's panels feature a bizarre alphabetical 
listing which at first appears to have nothing at all to do with 
the contents. Closer examination reveals it to be a file of 
songs and/or lyrics for the material demoed and recorded during 
the Monster sessions. Included are the working titles for most 
of the songs on the album itself, as well as at least two - 
`Revolution' and `Lucky Piece' - which were considered for the 
album, but ultimately dropped.
It is quite possible that the title Exploding Head was 
dropped for superstitious reasons. Not counting their debut EP 
or the various compilations, so far R.E.M. album titles had 
followed the pattern of two one-word titles followed by two 
multi-word titles, a pattern which Monster - Peter's suggestion 
By now, Michael had begun to view the traditional limited 
special edition CDs as artistic statements in their own right. 
With Chris and Tom, he worked up several different designs 
before settling for 52-page silver and red hardcover book. 
Although the packaging reproduces or adapts many of the images 
from the CD fold-out - the concentric circle design, for 
example, recurs several times, including on the disc itself - it 
also includes many new ones. Additional band photos are provided 
by another longtime band associate, Michael Meister, who was 
responsible for the front cover of Document. As with the special 
edition of Automatic, the book features extracts of lyrics from 
the songs and other intriguing snippets of text.
The book format itself sets out to emphasise the connection 
between monsters and childhood, reproducing the bear's headless 
torso on the front cover to make it look like a particularly 
grim fairy tale. Several of the book's new photos are of small 
plastic toys and party treats, which refer to a line from `You' 
quoted elsewhere in the packaging: `all my childhood toys with 
chewmarks'. The monster quotient is increased by the inclusion 
of a photo of one of R.E.M.'s studio mascot dinosaurs: the 
plastic Godzilla wears an R on its chest to indicate its claim 
to the right hand side of the mixing desk. The `exploding head' 
theme is picked up in a text snippet allusion to an `ice cream 
headache'. (Spookily, one of the pictures of Migraine Boy is 
reproduced over a close-up photograph of Bill's face.) The 
sleazier interpretation of the expression is illustrated by a 
pictorial representation of fellatio, captioned by some equally 
blatantly sexual lines from `Bang And Blame'. 
Equally confrontational is the page dominated by the legend 
`DON'T FUCK WITH ME'. Michael substitutes this line for `what's 
the frequency' at the end of `What's The Frequency, Kenneth?', 
something that might have passed all but the most careful 
listener by had not he drawn attention to it in this less than 
subtle manner. R.E.M. making amends for the self-censorship of 
`Star Me Kitten'?
A picture of a shirt in a pattern of brightly coloured 
squares is captioned `Pattern Shirt' and anticipated by a couple 
of photographs of mosaic tiles. It would seem to have no 
relevance whatsoever to the album, apart from the fact that one 
of the entries in the standard CD's listing of working titles is 
`Pattern Shirt': presumably, like `When We Were Young' before 
it, it is the name of a song scheduled for inclusion but dropped 
at the last minute. Support for the notion that the packaging 
for the special edition CD was completed slightly earlier than 
that for the standard is also provided by the fact that the 
track listing is given alphabetically rather than in playing 
sequence, and that the song listed on the standard release as 
`Strange Currencies' is listed here under its fuller, earlier 
title of `With Love Comes Strange Currencies'.


(From Chapter 10)
Studio Embellishments, Unusual Effects, Sound Art, Vocal Quirks 
And Muttered Asides

This chapter tells the story behind the making of each R.E.M. 
album. It details the studio techniques and instrumentation 
employed and endeavours to explain any background noises, 
unusual overdubs, and vocal and lyrical peculiarities not 
addressed elsewhere...

Automatic For The People

The original plan was for the band's eighth full length album of 
new material to be full-tilt electric guitar-dominated rock, a 
reaction to Out Of Time. The songs they wrote in that vein 
didn't work out, and they slipped back into the by-now familiar 
acoustic approach. This time Mike played piano, organ or bass, 
Bill drums or acoustic guitar, and Peter mandolin, although - 
again - when it came time to record Bill stuck to drums and 
percussion and Peter returned to guitar for most songs. Peter 
Holsapple was conspicuous by his absence: there had been 
management tensions over credit and payment, and although this 
was played down in the media by everyone concerned, the man who 
between 1989 and 1991 was frequently described as the `fifth 
member of R.E.M.' was not invited to the sessions. Which is not 
to say that the band had any intention of making those sessions 
a closed shop. 
One track that made it to the album, `Nightswimming', had 
been recorded at John Keane's studio during the autumn 1990 Out 
Of Time sessions, and another one, `Drive', had been demoed 
during mixing at Paisley Park that December. Serious writing for 
the album began in June 1991, and demo recording at John Keane's 
in September. Nevertheless, even in April 1992 when R.E.M. left 
town to book into another studio with Scott Litt, they were 
still thinking in terms of writing new material and making demos 
rather than beginning work on the album proper.
Although both Peter Gabriel and R.E.M. rivals U2 had worked 
with Daniel Lanois, the idea to book into his Kingsway studio in 
New Orleans almost certainly came about through Mike's 
contribution of backing vocals to ex-Band member Robbie 
Robertson's 1991 solo album Storyville, part of which was 
recorded at Kingsway while it was still being set up. Kingsway 
is vaguely reminiscent of both the Drive-In and John Keane's, in 
that it is located in a residential area and, in fact, part of 
the producer's home. If anything, though it is even more 
unconventional. The three storey house is located in a decidedly 
dangerous part of the French Quarter, is old and ramshackle with 
wrought iron balconies and with period fixtures and fittings 
inside. There is no soundproofing, but the ground floor walls 
are covered in the original tiles, and the console is set up in 
the parlour `with all this old furniture and an ancient pool 
table and candles lit everywhere,' according to Michael in the 
fan club newsletter. `It was a really wild vibe.' The band 
responded well to the environment, and three of the basic tracks 
recorded live here made it to the album: `Drive', `Monty Got A 
Raw Deal' and `New Orleans Instrumental No 1'.
Having made an incredible amount of money from the ten 
million-selling Out Of Time and not having toured since 1989, 
R.E.M. had decided to indulge themselves during recording by 
combining business with pleasure and turning the making of the 
album into a sort of tour of its own. In May, they shifted 
operations from Kingsway to Bearsville in upstate New York with 
engineer Clif Norrell joining the production team for the 
recording of more basic tracks. These were considerably less 
detailed than those for Out Of Time, leaving room for more 
overdubs. Several were recorded without click-tracks. Although 
he had encouraged Bill to use them back in 1988, Scott was now 
keen to shake up the recording process. `There's some songs 
where you need that click on the beat, but there's others, like 
"Try Not To Breathe" or "Sweetness Follows" that are kind of all 
over the place and are supposed to be like that,' Peter 
explained to Guitar. `As long as you speed up and slow down in 
the right place every time, it's cool.'
Late May and June took the R.E.M. roadshow to Criteria 
studios in Miami, where amongst many other notables, the 
soundtrack album for Saturday Night Fever had been recorded. The 
band lived in houses on Miami Beach so they could take it easy 
when not working. Here, the recording process began to differ 
considerably from that for the previous album. There were many 
overdubs, Peter in particular having changed his mind about the 
need for multiple layers of guitar. Rather than work together, 
the individual members of the band came in one or two at a time, 
and built up the finished song part by part. According to Scott, 
Peter recorded all his guitars first, then Mike his 
embellishments, Bill his extra percussion, and Michael his 
vocals. `Automatic wasn't a real band record,' Peter admitted in 
1994. `It was like a solo record for individuals. Nobody played 
on all the tracks.' `That was a hard record to focus on,' said 
Bill that same year. `The songs were these nebulous ideas that 
we just allowed to take shape as we were recording them.'
It had been decided to use strings again, but to limit full 
orchestration to four tracks. The prospect of interminable 
mixing sessions was almost certainly a factor, but R.E.M. were 
also loath to make another album quite so lush sounding as the 
last. Although they had enjoyed the experiment, they were not 
happy about being thought of as purveyors of laid back easy 
listening music. In fact, Peter was so concerned that the new 
songs might sound overly soft that he pressed for something edgy 
and unnerving to be included on almost all of them. His own 
solution was to add the kind of controlled feedback he had 
previously used on `Country Feedback'. `It's so warm and 
unmusical. You can play with your feet, your elbows...' Having 
recently teamed up with members of the Psychedelic Furs to 
record a track for a Nick Drake tribute album, he also brought 
in that band's Knox Chandler to add distorted cello to two 
When it came time to record the remaining strings, the band 
decided to follow the Led Zeppelin influence that had emerged 
during Green to its logical conclusion, and hire John Paul Jones 
to work out the arrangements. An in-demand session man before he 
even joined Zep, Jones's role in that band was not dissimilar to 
Mike Mills's in R.E.M.: bass, keyboards, arrangements and 
miscellaneous embellishments. `Scott met him one night and just 
asked him,' said Peter. The band sent him a tape and he arranged 
the four songs - `Drive', `The Sidewinder Sleeps Tonite', 
`Everybody Hurts' and `Nightswimming' - in the UK, though both 
he and the band turned up to oversee 12 hours of recording over 
four days at Bobby Brown's Bosstown studios in Atlanta. 
The string section was again loaned from the Atlanta 
Symphony Orchestra, but only leader Paul Murphy, fellow viola 
player Reid Harris and cellist Elizabeth Murphy had also 
contributed to the Out Of Time sessions. This time the players 
totalled 13 - if one counts Deborah Workman on oboe - rather 
than nine. George Hanson conducted, and liaised between Jones 
and the band. `If the arrangements were not exactly what R.E.M. 
had in mind, they might sing a tune they wanted for a 
counterpoint and I would take dictation,' he told the Atlanta 
Mixing took place over five weeks in late June and July at 
a new studio called Bad Animals in Seattle. Even so, time was 
tight, and the band ended up taking over two rooms - one manned 
by Scott, the other by Clif - to get the album completed on 
schedule. Michael also added the vocals to `Man On The Moon' and 
`Star Me Kitten' at this late stage.

The basic track was recorded live in one take at Kingsway, 
Michael revisiting his Reflection-era fascination with staircase 
acoustics by contributing his vocal from the first floor 
landing. Peter says the `orchestral' sounding multi-layered 
electric guitar solo is his tribute to Queen's Brian May. `It's 
a Les Paul through a big Marshall amp, overdubbed six times and 
picked with a coin. I know Brian May uses some kind of English 
sixpence that's probably three thousand years old, but I just 
used a dime.' Unfortunately, it was Queen's bass player John 
Deacon who used the sixpence, but it's the thought that 

`Try Not To Breathe'
Written in 3/4 time on mandolin, which the band worried might 
make it sound too generic. As Peter had recently taken delivery 
of a custom-built electric dulcimer - `it gives you more of a 
sitar feel' - he played that on the track, and Mike contributed 
keyboards and `a lot of background vocals'. Peter still felt the 
result was too jolly for a song about death, so added feedback 
at the bridge `and other weird guitar tones and textures 
underneath' to try and make it more unsettling.

`The Sidewinder Sleeps Tonite' 
The title pays an obvious debt to `The Lion Sleeps Tonight', a 
song first recorded by R.E.M. in 1983 during the sessions for 
Murmur, and recorded in again in acoustic form during the 
sessions for this album. To acknowledge the debt, Michael yodels 
a brief snatch of the melody during the introduction. R.E.M. 
might well have got away with borrowing odds and sods from This 
Mortal Coil on Green, but even though `The Lion Sleeps Tonight' 
is based on a traditional Zulu folk chant known as `Wimoweh' - 
and therefore of disputable authorship - this time they 
contacted the publishers and paid for the privilege. `We didn't 
want to get into any trouble or have any hard feelings so we 
phoned them up and gave them a little bit of money,' Peter told 
Q in 1992. `They were pretty flattered.'
Extra royalties ensued when R.E.M. selected their new 
acoustic version of `The Lion Sleeps Tonight' to be one of the 
extra tracks on the single release of the song. One might have 
thought that this would make its publishers feel even more 
flattered, but the agreement was evidently not quite as amicable 
as Peter suggests. When the sheet music to `The Sidewinder 
Sleeps Tonite' was first transcribed and printed, it included 
the few bars of melody from `The Lion Sleeps Tonight'. The 
song's publishers found out on the eve of distribution, and 
insisted they be removed. The sheet music was destroyed at 
considerable expense, and reprinted with the words `vocal ad 
lib' taking the place of the offending notation.
Although one of the two lighter lyrics on an otherwise 
sensitive and serious album, its less-than-straightforward 
delivery and subject matter encouraged fans and critics alike to 
accuse Michael of donning his enigmatic hat once again. There 
was much wild speculation about the song's ridiculously 
compressed and garbled chorus. Everyone took the challenge in 
good part. For the single release, Warner Brothers exploited the 
interest with music press ads suggesting `Colin went to try 
Jamaica rub' and `Comedy will try to break her heart'. It is, in 
fact, `Call me when you try to wake her up.'
The other burning topic for discussion was, what the hell 
is the sidewinder? It's a type of snake, but what is a snake 
doing here? `I don't know what that snake imagery is all about,' 
confessed Peter. `"OK, whatever the snake is to you..."' The 
protagonist is in a pay phone booth, has just failed to get 
through to the desired party, and is awaiting a return call. 
Consequently, it is reasonable to assume that the sidewinder is 
the instrument of communication itself: the wire attaching the 
head-like handset to the main body of the apparatus, coiled 
snake-like at the latter's side when the phone is not in use; 
or, in other words, is dormant. Homeless, our hero contemplates 
another low-nutrition meal and a night spent waiting for the 
return call, sleeping as one would have to in a phone box: 
standing up. 
Mike reveals the reason for the giggle after the reference 
to The Cat In The Hat author Dr. Seuss: `I kept trying to get 
Michael to say "Seuss" [hard s], not "Zeuss", and he couldn't do 
it. He tried, but he said "Zeuss" anyway, and that made him 

`Everybody Hurts' 
Peter had just bought a 1970-vintage drum machine called a 
Univox Rhythmer for $20, and decided this was the ideal 
opportunity to try it out. `It kind of made sense, because the 
song had a metronome-ish feel,' he says. `Mike and I cut it live 
with this dumb drum machine, which is just as wooden as you can 
get. We wanted to get this flow around that: human and non-human 
at the same time.' As a result, Bill only makes the most token 
of appearances on his own composition.
`There's definitely a nod to the Rolling Stones on 
"Everybody Hurts",' Mike told Guitar magazine in 1993. `The 
ascending bit is very similar to the ascending boys' choir on 
"You Can't Always Get What You Want".' Mike was particularly 
excited about meeting John Paul Jones, who made his day by 
complementing him on one of his more subtle embellishments to 
this track. In the last verse, the harmony is carried by organ 
instead of piano. `Just coming out of the verse, I kick in the 
Leslie [the Hammond organ's revolving speaker phasing effect] 
and it starts to spin, and then I turn it off. You barely notice 
it. And John sidles up to me and goes, "Nice touch on the 
Leslie, there." And I was like, "Whoa! Thank you! Yes!" It just 
made my week.'
As he had with `Shiny Happy People', michael originally 
envisaged a female `second voice' on the track, but Patti Smith 
was unavailable so he abandoned the idea.

`New Orleans Instrumental No 1'
Recorded live in some spare time at the end of the band's stay 
at Kingsway, along with `New Orleans Instrumental No 2'. Bill 
plays piano, Mike stand up bass and Peter guitar. Michael does 
not contribute. Both tracks were intended for B-sides until the 
band decided the mood of `No 1' - unlike the `deranged pina 
colada commercial' of `No 2' - fitted in well enough with the 
other material on the album to warrant its inclusion, following 
the addition of some strings. Originally over seven minutes 
long, the track is faded after 2.12 so as not to overstay its 
welcome. (The long version is included on the CD single release 
of `Everybody Hurts'.)

`Sweetness Follows'
The backing track is another demo. Deciding that the song did 
not need a solo, `a melodic restatement', and concerned that 
(appropriately enough, given the title) it might sound too 
saccharine, Peter laid down a wash of guitar feedback that 
`fills the space and pushes the song to a different level'. For 
similar reasons, instead of adding bass, the band had Knox 
Chandler play cello through an amp to distort the sound. `I 
think I'm the only one of the band on it, except for Michael,' 
says Peter.

`Monty Got A Raw Deal' 
In an attempt to add some variety to his songwriting technique, 
Peter added a bouzouki to his armoury of stringed instruments 
shortly before the New Orleans sessions. It was there that this 
song was both written and recorded in one take with Peter 
playing his new toy. Effectively a bass mandolin, the bouzouki 
has a warmer, deeper and - frankly - less `plinky' sound than 
the preferred Buck compositional tool of recent years. Here he 
uses a modal tuning to give it what he describes as a `weird 
Arabic sound'.

Written on guitar in Neil Young's dropped D tuning, and taken by 
Peter as an excuse for Young-style guitar overkill. Four guitars 
playing the same thing provide the main chord structure (`or two 
guitars delayed and split,' says Peter. `I can't remember which 
because we tried it both ways'), of which two are acoustics, 
compressed and mixed down, and the other two electrics. At the 
chorus, these are joined by two more electric guitars. On one, 
Peter uses an E-Bow - a hand held electro-magnet that causes the 
strings to vibrate - to hold the root note of the chord `so that 
you get a real buzzy sustain'. Meanwhile, the other track 
carries his Rickenbacker turned up really loud while he hits the 
open notes and bends them. Mixed together, `you've got one note 
held and the other pushing out, and it makes the feel really 
The burbling, rubbery-sounding riff is played by Mike on a 
six string bass through a Big Muff fuzz pedal chained to an 
Ibanez Tremolo pedal. Scott Litt plays clavinet and - for the 
first time, according to Michael - harmonica. Knox Chandler adds 
more amp-distorted cello. And Michael also distorts his vocal by 
routing it through an amp. `He wanted to get that cold anger in 
his voice that you get with natural distortion,' says Peter. 
Anger is right: Michael spits vitriol, even slipping in his 
second recorded `fuck'.
Understandably, the song proved a nightmare to mix. Eight 
different attempts were made, one of the discarded ones throwing 
even more cacophony into the pot: what Mike calls the Bad Horn 
Mix features engineer Clif Norrell on trumpet and Mike on the 
trombone he was in the process of learning to play at the time. 
`I'd feel a little funny putting that out and charging money.' 
Peter was pleased with the mix that was eventually chosen. Mike 
and Michael were not. Always the two most vocal members of the 
band during the mixing stage, they invariably - one being a 
trained musician, one relying on intuition - pulled in opposite 
directions. Usually, this ended in one or other of them getting 
his way or in an inspired compromise; sometimes, as on this 
occasion, it resulted in something that neither was happy with. 
In 1994, talking to Mojo, they both said they regretted 
including the track on the album, where, thanks not only to its 
instrumentation but also its overtly political content, it `was 
out of place'. Overall, perhaps the track is just too busy ever 
to have been wholly successful. At the time of mixing, though, 
it was the fuzz bass that proved to be the sticking point: in 
1992, Mike told Q that `due to other people's opinions' it was 
turned right down. `I would have had it the loudest thing on the 
song!' Ironically, the kind of volume and distortion Mike 
envisaged would turn out to be the guiding principle on Monster, 
where everybody was in favour of it.

`Star Me Kitten' 
When Peter first heard Mike's organ chords, he decided the song 
needed some `tremolo guitar, some lovely little Twin Peaks 
lead'. The guitar style is the trademark of Chris Isaak, 
contributor to David Lynch's Wild At Heart, whose `Wicked Game' 
R.E.M. would begin to cover in 1994. Peter believes that Michael 
also pursues the Lynch connection with his lyric for what the 
guitarist describes as a `Frank Booth-type love song'. Booth is 
one of actor Dennis Hopper's more memorable psychotic creations, 
and spends much of Blue Velvet getting high on something like 
nitrous oxide, which not only exacerbates his less socially 
acceptable character traits, but also roughens up his voice. 
Michael sings at the bottom of his range, with distortion, for 
maximum spooky effect. He also considerably ups the album's 
quota of `fucks'.
Mike picks up the baton with his backing vocals, which are 
wispy and ethereal in a way that recalls the trademark style of 
another Lynch soundtrack collaborator, Julee Cruise... but which 
are actually modelled on the backing vocals for 10cc's 1975 
single `I'm Not In Love'. Mike explained what he wanted to 
Scott, who came up with a solution. Mike sang seven or eight 
notes into a sampler, and then each one was fed into a different 
channel on the control room mixing board. Mike then played the 
faders like a keyboard. `I just played my voice and brought in 
the notes that needed to be there, very haphazard and random,' 
he says. `I could never play it the same way twice.' As with the 
10cc song, the resulting harmonies are both angelic and clearly 
artificial, an intentionally disturbing paradox. When Mojo 
linked Mike up with 10cc in 1995, he discovered that they had 
achieved the original effect in a similar, if slightly more 
complex, way. 

`Man On The Moon' 
Another riot of instrumentation. Peter ran down his guitar 
contributions for (fittingly) Guitar in 1993: the basic track is 
played on an Gibson acoustic, there's a Rickenbacker strumming 
chords in the chorus, a Les Paul through a Marshall amp `doing 
the loud chords' and another Rickenbacker `doing backwards 
strums' during the bridge. The slide guitar parts are played on 
a Telecaster through a Mesa/Boogie amp. He also gets to play his 
bouzouki. Bill adds claves, hardwood stick percussion featured 
in a lot of traditional South American music, which Peter 
believes adds `a nice little Brazilian accent'. 
As with `The Sidewinder Sleeps Tonite', Michael has a lot 
of fun with the vocals. The line about Egypt being troubled by 
`the horrible asp' derives from something Peter told him about 
the movie Cleopatra during the mixing sessions. `One reviewer of 
the movie wrote something like, "They mentioned we would see 
more of Elizabeth Taylor than we ever had, but I never knew she 
had such a large asp." I told Michael that joke, and all of a 
sudden there's "the horrible asp" in there!' During his 1994 
appearances on America Online, Michael revealed the song also 
features a partly buried backing vocal about wrestling bears; 
listen just after the line `Mr Andy Kaufman's gone wrestling'.
In addition to writing `Just A Touch' in honour of the man, 
Michael had also allowed Elvis Presley inflections to creep into 
his vocals during the band's early live shows, just as he did 
with the similarly infectious Buddy Holly. They disappeared when 
the band's own material began to dominate their repertoire 
during the early-to-mid Eighties. Thus, in addition to 
illustrating the song's subject matter, Michael's Elvis 
impression - `"Hey, baby!"' - is a nostalgic wink aimed at the 
other members of the band as well as an acknowledgement of his 
own near-lifelong fascination with the King. `We fell through 
the floor when we heard it,' says Peter. `Because he does a 
really great Elvis, and normally he won't even do it for us.' 
Having decided to come out of the Elvis closet, Michael 
went for it in style. He dressed up Orion-fashion in a tacky 
jumpsuit, wig and shades for his Mr October page in the Athens 
Rape Crisis Centre 1993 Townie Boy Calendar. He illustrated his 
vocal impression with a straight-faced Elvis kung fu move in the 
video for `Man On The Moon'. And he threw in a few more during 
performances of the number on the R.E.M. 1995 World Tour, even 
inspiring the appropriately rhinestone-besuited Mike Mills to 
join in with a simultaneous knee drop during one particularly 
hammy bit of business. 

This was only the band's second ever piano song after `Perfect 
Circle'. This is the version recorded during the Out Of Time 
sessions at John Keane's studio, with just Michael singing and 
Mike on piano, plus strings. The band did try to record it in at 
least one other arrangement, but eventually decided that the 
original was most in keeping with the general tenor of the 
album. Peter and bill do not contribute. 

`Find The River' 
The backing track is another Athens demo, recorded with Bill on 
drums and Mike on just about everything else, including massed 
acoustic guitars. `Mills did it in about 30 minutes, and it had 
such a great feel because it was all of a piece,' Peter told Q. 
`I refused to try to redo that.' He doesn't play on the track. 
The vocals were added in Miami. In the hopes of coming up 
with something out of the ordinary, Mike had the band's three 
vocalists work independently on a backing vocal part for the 
chorus. Then he put them together. `Mine was real emotional, and 
Bill's was totally the opposite, cool and low-key. They really 
worked together. That's the kind of thing that keeps it from 
being too processed.'


(From Chapter 11)
R.E.M. and the South

..In the autumn of 1983, R.E.M. came up with what would provide 
Reckoning's finale and turn out to be one of the most 
significant songs of their career. Ostensibly an account of this 
touring life, `Little America' is actually a great deal more 
than that. In expressing its disillusion with the homogeneity of 
American mass culture, it not only signposts the political 
direction R.E.M. would eventually take on the 1986 album Lifes 
Rich Pageant, but also the detour they would first make with 
1985's Fables Of The Reconstruction: ignoring for a while longer 
the tacky, value-less modern world and making their most 
sustained, in-depth study to date of the folksy, tradition-
steeped, highly idiosyncratic rural South. As Peter told Ikon 
magazine over ten years later, `Now that America's becoming all 
the same all over because of the TV and all that, the South is 
like the last place that's really out there...'
Not wholly appropriately for a supposed road song, `Little 
America' begins with an image of being stuck fast, preserved 
like an insect in amber. A quickfire association causes Michael 
to throw in the phrase `tar-black brer sap', as suggested by 
that most famous of Uncle Remus's Brer Rabbit tales, The Tar 
Baby. `More haste, less speed' is what he appears to be saying, 
a point that echoes the `empty vessels make the most noise' 
drift of the song's chorus. It is time to go back to the South, 
and - despite the singer's claim to be lost in the song - Uncle 
Remus has just shown Michael the way.
In fact, Uncle Remus was a fictional narrator for stories 
written by newspaper humorist Joel Chandler Harris. In 1876, he 
read an article about the folklore of the Southern plantations. 
Georgia born, he recalled a lot of the sayings and stories of 
negro workers from his own youth, and began to write them up for 
the Atlanta Constitution in the guise of wise old Uncle Remus. 
In 1880, he published the first of many popular books based on 
the material, Uncle Remus: His Songs And His Sayings. Like 
Aesop's fables, the tales featured animals with human 
characteristics and conveyed a moral. 
During 1984, Michael immersed himself in fables, rereading 
Aesop, the Uncle Remus stories, and other similar 
anthropomorphic tales, such as Kenneth Grahame's Wind In The 
Willows (transferred to TV as Tales From The Riverbank). A 
cappella snatches of Southern folk ballads like the negro 
minstrel song `Blue-Tail Fly' (aka `Jimmy Crackcorn') and Henry 
Mancini's slightly more recent `Moon River' began to crop up 
during R.E.M. gigs. Grahame's book can probably lay claim to 
inspiring the chorus of `Wendell Gee': `listen as the wind blows 
through the trees.' In `Can't Get There From Here', listeners 
are invited to `throw your trolls out the door'. The spoof 
`Bandwagon', recorded at the album sessions but destined instead 
for Dead Letter Office, is sung by a happy-go-lucky Pied Piper 
figure offering a Disneyland-style Magic Kingdom. These few 
indications of regular visits to the children's section at the 
local library aside, though, Michael makes few direct references 
to his source material on Fables.
The main lesson Uncle Remus and his ilk taught him was that 
he no longer had to go via Ancient Greece to capture the flavour 
of the South: he could do what Joel Chandler Harris had done 
before him, and draw upon his own experiences and memories and 
the anecdotes of his friends, local folk artists and his own 
family - including his preacher grandfather - to create a 
personal Southern folk mythology...


(From Chapter 12)
Videos, Films and Soundtracks


In keeping with his habit of developing an ongoing working 
relationship with sympathetic video directors, Michael hired 
Peter Care again for Automatic For The People's lead single. He 
worked out the storyboard himself. Filmed outdoors on 26 
September 1992 at the Sepulveda Dam in the Burbank area of Los 
Angeles in strobe-lit black and white, and involving a crowd of 
300 or so extras, `Drive' takes a decidedly skewed approach to 
the tradition of the performance video: all the action takes 
place in or - in Michael's case, on - the audience. Hair cut 
respectably short, attired in white shirt and shorts, he spends 
the duration crowd surfing the extras Peter Gabriel-style. They 
roll him over and push and pull him hither and thither, while he 
lip-synchs part of the lyric. Appropriate to the tenor of the 
song, the effect is ambiguous: one minute he resembles a 
triumphant hero, the next a sacrificial offering. The video is 
both a good-hearted communal celebration and a disquieting 
illustration of the vulnerability of both the masses to the 
dictates of one person's ego and the individual to the will of 
the masses. 
Michael spent most of the first night of the shoot doing 
this, and it was rough going. Certain members of the crowd were 
determined to steal his clothes, and a cricket box would have 
been an asset. Towards the end, water cannon were turned on the 
crowd, who promptly dropped him and ran. As morning approached, 
Michael announced, `If you want to abuse Peter Buck, come back 
tomorrow night.' The second night was again mostly devoted to 
Michael's crowd surfing, but the other band members were also 
abused as promised. 
While waiting to film their by now traditionally token 
appearances, Peter, Mike and Bill grumbled about the chore of 
making videos to the attendant representatives of the media. The 
reason becomes all too clear when one sees what was required of 
them: turn up and get wet. In footage later synchronised with 
the song's guitar solo, they take it in turns to stand in the 
centre of the crowd and pretend to play along, being liberally 
hosed down the while. Peter, still long haired and goatee-
bearded, does not quite manage to bear his brief (if only in 
terms of screen time) ordeal with Christlike grace: he keeps his 
eyes closed throughout, and there is something just a little 
dangerous about the expression on his face. Reminiscing about 
the shoot and Michael's unfettered imagination within the 
hearing of Details journalist Chris Heath a couple of months 
later, he muttered, `What's he going to do next? Drop us from a 
helicopter to be trodden upon by elephants?'
The crowd came off even worse. For two nights of filming, 
each soaking wet, arm-weary participant was rewarded with a 
photocopied lyric sheet for the song, a black cap commemorating 
the event, and a couple of rudimentary meals. `Some girl 
actually got hurt on the first thing they tried,' a not entirely 
sympathetic Mike Mills told the MTV crew covering the shoot. 
`She had a slide in her hair, and they passed some guy [er, that 
would be Michael, Mike] over her head, and she cut her head on 
the slide. I hope they all signed releases!'...


by Marcus Gray

Published in UK on 3 June 1996. Available from some good book 
shops. To order: ISBN 1 85702 3544.

UK publisher 4th Estate Ltd, 6 Salem Road, London, W2 4BU, UK. 
Tel: 0171 727 8993. Fax: 0171 792 3176. If you can't find the 
book, let them know.

In US, revised and updated edition unlikely to be published 
before spring 1997. Mail order available - international reply 
coupon for details - from Minus Zero, 2 Blenheim Crescent, 
London, W11 1NN, UK. Tel/fax: (precede with UK code) 171 229 

Some foreign language rights still available. Publishers' 
enquiries only to Julian Alexander at Jacintha Alexander 
Associates, Fax: (+44) 171 373 4374.