Betsy Powell for The Windsor Star (New York)

R.E.M.'s Michael Stipe recalls his best friend's reaction to the group's new album, Up.

"He said it was...ballsy," says the singer.

Up is a challenging listen and, contrary to its title, it's moody and dark. Hooks and hummable melodies take a back seat to ambient textures, while the instrumental emphasis shifts from guitars and drums to machine-made beats and synthesizers.

In short, Up is R.E.M.'s most experimental record, an uncompromising work created in part by drummer Bill Berry's departure a year ago.

"By leaving the band, Bill turned our world upside down. Kind of what you got here is R.E.M.'s sound turned upside down," says Stipe, 38.

In its 20-year history, R.E.M. has become one of the world's biggest acts. Emerging from the college town of Athens, Ga., the band toured tirelessly in the '80's and released several critically acclaimed albums, finally breaking through commercially with 1987's Document, which was propelled by the hit The One I Love.

Inspiring moves

The band's rise from independent outfit to global institution inspired countless others: Here was a socially minded group whose hard work led to a record-breaking five-album, $80 million contract in 1996. And they did it without compromising their artistic integrity.

So the release of a new R.E.M. disc was an event, with interest heightened by Berry's exit, the first defection since high school chums Berry and Mike Mills (bassist) joined record clerk Peter Buck (guitarist) and art student Stipe for their debut gig April 5, 1980, in an abandoned church.

Now the venue was the elegant Plaza Athenee on Manhattan's Upper East side. Stipe's lightbulb-shaped head was shaven, his chin square and stubbled.

Stipe is a soft-spoken superstar whose friends tend to be at the intellectual end of the pop music world, such as punk-poet icon Patti Smith and Radiohead's Thom Yorke.

He's also an avid photographer and film impresario; Stipe was co-executive producer for the coming glam-rock movie Velvet Goldmine. But like many rock stars, he studiously courts blandness.

Stipe says he was stunned when he learned of Berry's plans, though the 40-year-old drummer had had a brain aneurysm on tour in 1995.

The foursome had already convened in Hawaii early last year for some of Up's preliminary recording sessions. Stipe was excited about the record's direction and felt his enthusiasm for the group's future was shared by all. It wasn't.

Courageous move

Nonetheless, Stipe respects Berry's pluck. "He was steadfast in his decision and I still think it's a very courageous, really brave move for him to make."

The remaining trio decided not to replace Berry, who has settled into life on his Georgia farm. No longer business as usual, they tossed out the rulebook and headed back to the studio.

The band tried different approaches: no one played at the same time, they rotated instruments and, for the first time, published all of Stipe's engaging lyrics.

On the musical scale, drum machines and synthesizers used only for colouring and layering in the past jumped to the top, while dominant R.E.M. sounds, such as guitar and drums, fell to the bottom. Strings were also used to flesh out the sound.

"We always try taking the classic pop format and pushing the boundaries of it," Stipe explains. "That's what we've done throughout our career more and more, so as we've gained success we're in a position to do so and still get away with it."

Stipe isn't worried the new disc might not meet audience expectations or that fans might not absorb Up's uncommercial sound.

"Whatever," he says. "We've changed what that word meant before, maybe we can do it again."

10/30/98