Making ‘Time’: R.E.M.’s Breakout Triumph Turns 30

Mike Mills, B-52’s singer Kate Pierson and more go inside ‘Out of Time.’

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R.E.M. in 1992 at the Grammy Awards, where Out of Time won Best Alternative Music Album. Credit: Rick Maiman/Sygma via Getty Images.

There’s an oft-told story that R.E.M.’s Peter Buck had grown tired of playing electric guitar on the band’s Green World Tour of 1989, the first trek that took the alternative-rock heroes into arenas. That led Buck to put his electric guitar away and compose “Losing My Religion” on a recently acquired mandolin. It turned into the band’s biggest hit and the standout track on their most successful, diverse, divisive and weirdest album, 1991’s Out of Time.

It’s a good story, but it’s a bit of an oversimplification. True, Buck may have grown tired of playing electric guitar on the band’s arena tour, but he actually started experimenting with the mandolin before Out of Time. “In a way it was a continuation of something that began on Green,” R.E.M. bassist/multi-instrumentalist Mike Mills confirms, “especially in the sense of using instruments other than electric guitar.”

In fact, R.E.M.’s acoustic revelation had been built on a concept of continuation that had defined the band up to that point — an organic slow build that harnessed the momentum and musical ideas from the previous album and tour and carried them into the next.

The quartet of vocalist Michael Stipe, Buck, Mills and drummer Bill Berry formed in the college town of Athens, Ga., in 1980. Initially they played local house parties and soon graduated to clubs and tours of the South. Their debut single, “Radio Free Europe,” released by the indie Hib-Tone label in 1981, eventually gained national recognition, and not long after, I.R.S. Records snapped up the band. The critical acclaim continued with their five successive albums released for I.R.S. throughout the ’80s, each selling more than the previous one.

Stylistically they morphed and expanded as well, having started as a jangly folk-rock band with punk-infused energy and an inimitable singer who was at times incomprehensible. But as R.E.M. progressed and gained confidence, Stipe’s vocals became more pronounced and the band’s sound moved closer to the mainstream (or did the mainstream move closer to R.E.M.?). Document, from 1987, the band’s fifth and final proper album for I.R.S., included “The One I Love,” their first Top 10 pop hit. R.E.M. had graduated from college radio to the big leagues.

Prior to the release of Green in 1988, the band left I.R.S. for Warner Bros. There were the inevitable cries of “sellout” from some early fans, but the truth was R.E.M. hadn’t been genuinely indie since the Hib-Tone single. I.R.S. was affiliated with a major label — first A&M, then MCA — and Warner Bros. would help them reach that elusive worldwide audience.

The band were at a crossroads, and they literally decided to take the road less traveled by putting the brakes on the album-tour cycle. Instead of building on their alt cred and cutting a record focusing on harder rock material, they opted to turn inward and write some of the most intimate songs of their career, without concern for how those songs would play to fans in a sports arena. They’d go on to perfect this approach on 1992’s Automatic for the People, another album written and recorded with the knowledge that the band had no plans to tour. But Automatic couldn’t have happened if Out of Time hadn’t served as a bridge extending from Green and become a massive international hit, giving the band more assuredness and artistic freedom.

For a moment it made R.E.M. one of the biggest bands in the world, rivaling only their friends and Irish counterparts U2.

R.E.M. in 1983: Bill Berry, Peter Buck, Mike Mills and Michael Stipe (from left). Credit: Paul Natkin/Getty Images.

Mills still remembers when Buck, who wrote the riff while drinking beer and watching a baseball game, brought “Losing My Religion” to the band on mandolin. “I was wrestling to come up with a bassline for it,” he recalls. “There was a lot of room to do something under there, but I didn’t want to get too busy with it. I thought, ‘What would [Fleetwood Mac bassist] John McVie do?’ And that’s when I came up with the really simple bassline, by hitting that low F-sharp before the low E. That gave it a character and an identity that it didn’t have otherwise.”

Engineer John Keane, a longtime R.E.M. associate, recalls the making of “Losing My Religion” in its early stages, at his studio in Athens, in transformative terms. “I very distinctly remember hearing the first time Michael went into the booth and sang the vocal parts for that song,” he says. “That was just one of those moments that made the hair on the back of your neck stand up. He only sang it once or twice, but it was just an amazing performance. I remember thinking, ‘Well, this is my new favorite R.E.M. song’ as soon as I heard it.”

As Keane recalls, album co-producer Scott Litt also had an enthusiastic response when the band recorded the album version at Bearsville Studio in Woodstock, N.Y. “He used to do a thing when he would get excited. He would jump up and down like a pogo stick and wave his hands up and down in front of his chest. He was definitely jumping up and down when he heard that vocal.”

For his part, Stipe has at various times claimed an old Southern saying inspired the song, or that it was his version of the Police’s “Every Breath You Take.” Whatever the case, his lyrics were clearly communicated, yet the mystery remained. A video directed by the visual artist known as Tarsem, featuring quasi-religious and historical imagery, added to the song’s popularity, pushing it to No. 4 on the Hot 100 and helping it to become the band’s biggest hit. Out of Time topped the albums charts in the U.S. and the U.K. and became R.E.M.’s first No. 1 LP.

With its over-the-top optimism and a waltz-like intro and interlude, “Shiny Happy People,” Out of Time’s other hit single — it peaked at No. 10 on the Hot 100 — is the R.E.M. song most likely to start an argument among fans. It pushed the bubble-gum tendencies explored on the Green single and Top 10 hit “Stand” to new heights. “I distinctly remember when we were all in the control room and Michael went in to sing the lyrics,” Keane says. “None of the band members had actually heard the lyrics clearly until that point. When he got to the ‘Shiny Happy People’ part, Mike Mills and Pete looked at each other like, ‘Really? Is that what he’s gonna sing?’ And then they hit the floor laughing.”

“That’s the kind of thing Michael might pull as a prank, but it wasn’t a prank in this case,” Keane adds. “If you know Michael, you know it’s tongue-in-cheek.”

“Shiny Happy People” is one of two songs on the album to prominently feature Kate Pierson of the B-52’s, a fellow Athens, Ga., band that had to transplant to New York in 1979 for their major breakthrough, because the Athens club scene didn’t really exist during their late-’70s infancy.

Today, Pierson recalls passing Stipe on a stairway at Radio City Music Hall, following a B-52’s gig in February of 1990. “He said, ‘Hey Kate, do you want to sing on our new record?,’” she remembers. Later that year, Pierson met the band at Paisley Park Studios in Minneapolis. Initially the request was for Pierson to appear only on “Shiny Happy People,” but she also ended up featured on “Me in Honey” and added smaller contributions to a few other tracks. “I didn’t know to what extent they would want me to sing on them,” she says, “but I have to say, it was the most pleasurable experience because they just said, ‘Do what you want.’ They just said, ‘Go for it.’ And so I just did what I thought was appropriate for the song and they loved it.”

She also warmly recalls stepping out of the studio with Stipe to have snowball fights. While looking for photos for a B-52’s documentary, she recently unearthed a picture of the pair in front of Paisley Park. They’re posing “American Gothic”-style, with Stipe holding a snow shovel instead of a pitchfork.

While working at Paisley Park, Mills recalls having a brief encounter with the studio’s famous owner, Prince. “I was walking down this long hallway by myself one afternoon and I saw this figure approaching from the other direction,” says Mills, who recorded a cover of Prince’s “Raspberry Beret” with Buck, Berry and Warren Zevon as the Hindu Love Gods. “As he got closer, I went, ‘Holy shit! That’s Prince.’ As we approached, I looked at him, caught his eye, smiled and said, ‘Hello,’ and he smiled at me and walked on by. As I got back to the studio, I was telling everyone that I just ran into Prince and the engineer said, ‘Did you look at him? Did he look at you?’ and I said yes. Then he said, ‘You’re not allowed to look at him.’ But that was just for his employees.”

For Pierson, who was known for her quirky persona in the B-52’s and had established herself as a duet singer earlier in 1990 by appearing on Iggy Pop’s “Candy,” his biggest hit single, “Shiny Happy People” was completely on-brand. Yet she acknowledges that the song is conflict-ridden for R.E.M. fans and the band itself. “It’s funny that they notoriously dislike ‘Shiny Happy People,’ because I think it’s not really representative [of the band] and they never expected it to do well. But it does show they have this great range,” she says. “Even if I wasn’t on it, that song [would make] me very happy whenever I hear it, especially [when I see] the video. It’s just a very happy, uplifting song.”

Although, as Pierson says, the members of R.E.M. have at different points dismissed “Shiny Happy People,” these days Mills defends it. “We like the song,” he says. “It’s a great song. It’s very different than it began. I wrote the verse part on acoustic guitar and it actually sounded a lot darker when it started out, but it turned into what it turned into. There’s nothing wrong with writing a happy song. It’s hard to write a happy song. ... By the time we really got going, we said, ‘This one’s kind of like “Stand.” It’s for the kids.’ It’s for kids as much as it’s for adults. And that’s why the video looks like it does.

“A lot of people think they’re cooler than thou, and they’re like, ‘Oh, that’s a twee song. We don’t like that song.’ Well, you don’t have to like it. It’s partly written for 12-year-olds and 10-year-olds, so if you don’t like it, it’s not a problem. We like the song. We don’t mind the song. We just don’t want to be known for just that song. That’s the only thing. We don’t want that to be the song that people think of when they think of R.E.M.”

Mills has only fond memories of working with Pierson on the track. “Kate is a tremendous singer and a great person,” he says. “So she was just fun to have around, and she made me elevate my vocals.” He cut his vocals for the chorus of the track first, but, he says, after hearing Stipe and Pierson, “I realized I had to raise my game. The way I sang it did not match the intensity that they brought to it. I had to redo my part to make it sound as good as theirs.”

Though R.E.M. didn’t perform the song on later tours, it gained plenty of exposure through its hit video, directed by Katherine Dieckmann, who also directed the “Stand” video. Additionally, the band performed the song on Saturday Night Live with Pierson, and even did the rewrite “Happy Furry Monsters” years later on Sesame Street, with a red-headed Muppet filling in for Pierson.

“Shiny Happy People” and “Losing My Religion” may be the best-known songs on Out of Time, but they’re only part of the story. The album is also notable as the collection that features the most prominent vocal performances from Mills, who first gained notice as a lead vocalist on R.E.M.’s cover of “Superman,” a song first recorded by ’60s act the Clique, which became a minor hit after its inclusion on 1986’s Lifes Rich Pageant. He sings lead on “Texarkana” as Stipe takes the backup role, and he’s also the lead voice on the sweet pop celebration “Near Wild Heaven.” Demos of both songs included on the 25th anniversary edition of Out of Time revealed that Stipe sang early versions, with different lyrics. “If he hits the wall on a song that we really like and I have good ideas that the band likes, then I’ll finish it,” Mills says. “I never felt the need to try to be the lead singer, but it’s nice to have a foil for Michael’s voice once in a while. But that’s nothing we really ever strove for.”

There was also another notable voice on Out of Time; in fact, it’s the first voice heard on the album. Hip-hop pioneer KRS-One opens “Radio Song,” the album’s lead-off track, with a brief spoken-word intro, then interjects throughout before closing the song with a rapped verse. This was five years after Run-DMC’s collaborative remake of Aerosmith’s “Walk This Way,” but before the rap-rock explosion that included Limp Bizkit and Kid Rock. R.E.M.’s fusion was subtler and more funky than the ham-fisted rap-metal that was to come, as the band had previously experimented with covering classic R&B/soul hits such as Archie Bell & the Drells’ “Tighten Up” and the Ohio Players’ “Skin Tight.” “You got to be careful bringing in KRS-One and doing hip-hop stuff,” Mills cautions. “You want to do it with the proper respect for the genre that you might not be necessarily adept at.” The band’s approach worked well enough that they gave it another go on the track “The Outsiders,” featuring Q-Tip, on the 2004 album Around the Sun.

Along with the guest vocalists, the band employed several additional musicians on the album, including Peter Holsapple of the dB’s, who plays acoustic and electric guitar and bass, and members of the Atlanta Symphony Orchestra. Legendary New Orleans avant-jazz saxophonist Kidd Jordan played on several cuts, including “Radio Song,” “Near Wild Heaven” and “Low.” Flugelhorn player Cecil Welch, known for his work with Henry Mancini, joined Jordan on the majestic instrumental “Endgame.” Two of the album’s moodier songs, “Low” and “Belong,” were performed on the Green tour and had Berry playing congas and Mills on piano, respectively. Keane also got into the act, adding pedal-steel guitar to “Texarkana” and the gut-wrenching “Country Feedback.”

“They used to come in regularly and record instrumental demos of songs,” Keane recalls. “‘Country Feedback’ was one of the demos, and everyone really liked it. Peter was aware I was in the process of trying to teach myself how to play this lap-steel guitar that somebody had left in the studio for me to fool around with.”

For R.E.M., Pierson and Keane, Out of Time was a milestone. Pierson was riding high with the success of the B-52’s and her duet with Iggy Pop, and her work with R.E.M. took her to yet another level. Keane saw his studio business blossom as he went on to work with a number of different acts — Indigo Girls, Widespread Panic, 10,000 Maniacs and others — while maintaining his ties to R.E.M.

Artistically, Mills says Out of Time isn’t his favorite album. That honor would go to the band’s debut, Murmur, and Automatic for the People, the 1992 follow-up to Out of Time. Yet he acknowledges that Out of Time holds a special place for R.E.M. “It’s the record that took us from being a popular group in America and Europe to being literally known all over the world,” he says. “We owe a certain debt of gratitude to that record for doing that. I’m grateful for what it did for us.”

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