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R.E.M. Reflect on ‘Radical’ ‘Out of Time’ LP 25 Years Later

How “Losing My Religion” band rejected past to make career-changing, chart-topping LP

R.E.M., Out of Time

R.E.M. look back on how they rejected tradition and made their watershed 'Out of Time' album, which featured the hit, "Losing My Religion."

Frank Ockenfells III

When R.E.M. finished the lengthy tour supporting their 1988 album, Green, a sea change took over the group. “I was a little bored with guitar,” Peter Buck tells Rolling Stone in a confident, resolute tone. “I had been playing it eight hours a day for all of my life.”

He treated his apathy by picking up a mandolin, an instrument he’d purchased in New York City and flirted with on Green, and it changed everything for the band members when they reconvened and began writing together again. Bassist Mike Mills switched to keyboards. Drummer Bill Berry picked up the bass. And Michael Stipe, who had developed the reputation of writing songs about political causes, challenged himself to write love songs for the first time. It was a new approach for a band that was just getting its footing on the charts.

“With Peter not wanting to play electric guitar, we started writing differently,” Mills says in a matter-of-fact way. “The songs you write on an acoustic or a mandolin or balalaika or what have you, tend to be different than what you’d write on an electric guitar. We decided that we could write on different instruments rather than forcing ourselves to write different-sounding songs.”

“It’s the best record we’ve ever made,” Stipe said in an unusually flat tone during a 1990 interview, while the group was still recording. “And it’s probably going to redefine pop history in America and worldwide.”

Although they mostly went back to their native instruments in the studio, changing things up became a watershed moment for the group. The album they ultimately made, 1991’s Out of Time, showed a lighter side of the musicians and a greater depth to their songwriting. The dark-hued and understated “Losing My Religion,” Stipe’s vulnerable expression of insecurity, and buoyant “Shiny Happy People,” a merciful offering of optimism just weeks after the first Gulf War ended with help from the B-52’s Kate Pierson, showed new tenderness. Meanwhile, “Radio Song” – an acerbic indictment of radio’s narrow focus that featured rapper KRS-One – showed that the group still had its bite. The album would become R.E.M.’s first Billboard chart topper, and it would eventually go quadruple-platinum and win the band three Grammys, including Best Alternative Music Album.

A newly released, 25th anniversary box set offers new insights into the band’s headspace around the making of Out of Time. It includes a disc of demo recordings, including different takes on “Losing My Religion,” “Shiny Happy People” and “Radio Song” – along with rough versions of the LP’s other songs – and it features a recording of a loose, acoustic-leaning concert the band played at the time (burned out on touring, they played less than 20 gigs in 1991) and a Blu-ray with the original LP in high-def audio and all the music videos they made at the time.

Without the distraction of touring, the group was operating at such a high capacity that they simply kept writing after the release of Out of Time, leading to the following year’s similarly orchestrated Automatic for the People. It was the band’s own personal zeitgeist. “We were feeling pretty creative at the time, so we just kept going with pushing ourselves in terms of different interpretations and approaches,” Mills says. “We did anything to avoid making the same sounds we’d already made.”

Interestingly, the roots of Out of Time begin midway into the tour for Green. Although all the bands early albums charted within Top 40, the group – which formed in Athens, Georgia in 1980 – had gained a significant amount of momentum with their 1987 LP, Document. The album’s moody, explosive single “The One I Love” was a Top 10 hit and broke them out of college rock circles. They built out that song on Green, which came out on Election Day in 1988, with catchy, polished rockers like the cheeky “Pop Song 89,” bouncy “Orange Crush” and ebullient “Stand.” To support the record, which went to Number 12 on Billboard, they set out on a lengthy world tour in early 1989. By that spring, they began introducing some new originals to their set lists.

Michael Stipe, R.E.M.

“Low” is a brooding song that finds Stipe speak-singing about crazily “howling at the moon” in a way that’s almost disturbingly serene. “Night suits me fine,” he sings, in a disturbingly unemotional way. “Morning suits me fine.” Stipe later claimed he wrote the lyrics on the road “in a feverish moment,” per author Marcus Gray’s It Crawled From the South: An R.E.M. Companion, and shrugged off any personal connections the song had to the extreme depression its lyrics suggest.

Musically, the tune features Buck playing muted electric guitar while Mills plays swelling church organ. “Peter wrote it on guitar, but I played organ to give it the feel it has, the darkness and moodiness,” the bassist says. Its most prescient lyrics, though, comes in the bridge: “I skipped the part about love.” It was an anti-love song, but still sort of a love song, and it would set the tone for Stipe’s lyrics on the rest of Out of Time.

The other song R.E.M. introduced early to Green fans in the spring of ’89 was “Belong,” a comparatively more upbeat country rocker with only two chords that, surprisingly starts with a funky snap-and-bass line similar to David Bowie’s “Golden Years.” Stipe’s quixotic spoken-word lyrics recount the story of a mother who tells her child to belong, as she learns her world is collapsing as some creatures are “headed for the sea”; the singer once told The New York Times it was a different expression of love, that of the love between mother and child. Rather than sing something hooky, he wails emotionally during the chorus.

“I’ve always despised love songs, so I had to try them,” Stipe told the Times in ’91. He also asserted that none of his lyrics on the album were autobiographical.

The rest of the band began working on new music without their singer in early 1990, eagerly playing instruments other than the ones they’d been towing across the world. “At that point, we had finished 10 years of loud, electric guitar onstage, in rehearsal, at soundcheck,” Buck says. “We did that for a couple of afternoons, and Mike, Bill and I kind of went, ‘Ugh, I don’t know.’ It just didn’t feel right.” If what they were playing didn’t work, they switched up their roles again – though they didn’t always go back to their traditional instruments. Mills, for instance, played harpsichord (“A little bit of that goes a long way,” he says, laughing) on “Half a World Away.”

“It was a conscious attempt to not do the same thing,” Buck says. “We were a different band than we were a year ago.”

“We’d used some mandolin on Green, so it wasn’t a completely radical approach for us,” Mills says. “But it was radical in the sense that we were doing a whole record with a new way of looking at it.”

The dramatic transformation paid off the most on what would become the band’s highest-charting single, “Losing My Religion.” The box set contains an acoustic demo of the tune that shows that the musicians had hit on the song’s form early, though the drums sound a little more upbeat than the finished version. It’s a song that wouldn’t exist had Buck not become infatuated with the mandolin.

“I would just sit on the couch in the living room and play, looking at a baseball game or something on TV with the sound off,” he says. “I’m a decent guitar player, but when I switch to mandolin, everything’s different. The fifth and fourth strings are in different places, so I do chord changes I wouldn’t do on the guitar. I probably wouldn’t’ve written the chords for ‘Losing My Religion’ the way they were had I not played it on my mandolin.

“So I’d play and tape it and play and tape it, and somewhere in the middle of that tape is most of ‘Losing My Religion,'” he continues. “I showed the core of it to Mike and Michael the next day and we all just fell in. It sounded exactly like the record, and Michael, in a couple days, would be singing it.”

“I couldn’t come up with a bass line that I thought was simple enough and yet powerful enough to anchor the mandolin,” Mills says. “I was getting kind of frustrated with myself and I said, ‘All right, what would John McVie do here?’ And within five minutes I had the bass line, so I owe John for that one.”

Before long, Stipe was singing over it. The title of the song, the vocalist has said, was a common Southernism that meant someone was losing their composure, their cool. (“It’s a Southern phrase I’d never heard anywhere,” says Pierson, whose band the B-52’s formed in the same Georgia town as R.E.M.) The lyrics seem to be told from the perspective of a man with low self-esteem, attempting to make a connection with someone but ends up making a fool of himself. At one point, he feels he’s impressed his crush but realizes “that was just a dream.” Stipe described it to the Times as a romantic expression, but shot down any resemblance to his own life. “I wish I’d said, ‘That’s me in the kitchen,’ or ‘That’s me in the driveway,’ he told Rolling Stone in 1991.

“I think everyone who writes songs is a little delusional every time they finish one,” Buck says of the song. “They think, ‘Oh, this is great.’ But yeah, hey, this is great. But I didn’t think it was greater than anything else on the record. It was kind of, in a weird way, perfect.”

When it eventually came out as a single and sepia-toned, fantastical video that played up the word “religion” (despite the fact that’s not what the song is about), it eventually made it to Number Four on the Hot 100. At the 1992 Grammys, the video one Best Short Form Music Video and the song won Best Pop Performance by a Duo or Group with Vocals.

As they’d get ideas, like “Losing My Religion,” they’d convene at the studio of local producer John Keene, which was a few blocks from their house. “We never called them demos,” Buck says. “We’d come in on Saturday and we’d work from 1 ’til 5, recording all the stuff we’d come up with in the last two weeks, just so we wouldn’t forget it. For us, it was getting nice recordings so we could remember what we’ve done. I’m relatively certain there were three or four tracks that we just started overdubbing onto the record.

“There were probably another 10 or 15 pieces of music that we could have included, but it’s pointless to fill up the bonus stuff with just instrumentals of things that no one ever really heard. There’s a kind of Arabic-sounding thing, which just occurred one day and we recorded it. No one really thought about it again.”

“I didn’t think [‘Losing My Religion’] was greater than anything else on the record. It was kind of, in a weird way, perfect,” says Peter Buck

A notable tune they fully developed was an upbeat song that transitioned from a waltzing intro into a country-rock number built from chords Mills had written on the Green tour. When Stipe heard the tone of it, he was elated and wanted to write something joyful; he would turn it into “Shiny Happy People.” “We came up with the music and were all laughing about it,” Buck says. “When we recorded it, we just thought, ‘Ah, whatever.’ And then Michael came up with the lyrics and we just thought, ‘You know, whatever.'”

Mills reportedly was unhappy with the lyrics (the book It Crawled From the South describes his reaction as “aghast”), but he says now that’s not the case. “It wasn’t quite so chirpy when we first did it, but it became chirpy, and that’s fine,” Mills says. “The upside and downside of being in a band is that by the time the song if finished it may not be at all what you thought it would or should be. … But I wasn’t unhappy with the lyrics.”

When discussing the song with the Times, Stipe said, “The challenge for me was to find words to match [the] music. At this point in time, I think people need really positive music.”

Eventually, as documented in the box set’s demos, they added string orchestrations to the intro, put in some handclaps and brought in Pierson to sing her own complementing vocal line to Stipe’s. Its positivity was staggering. “‘Shiny Happy People’ sticks out as an anomaly in their songs,” Pierson says. “The subject matter and the whole vibe of the song stands out as different from the rest of the songs.”

When Pierson, who had witnessed one of the band’s early gigs in Athens in ’80 or ’81, recorded her part, she remembers feeling very comfortable in a way that made singing her part fly by. “It was just easy to sing with Michael’s voice and their music,” she says. “The song had good chord changes, which would lead to good harmonies. In the B-52’s, Cindy [Wilson] and I do harmonies so much it just comes naturally.” Pierson also sang on the album’s melancholy “Near Wild Heaven” and propulsive closing track “Me in Honey,” but “Shiny Happy People” is the R.E.M. collaboration she’s best known for. “Whether that song is tongue-in-cheek or sincere, it has a very funny edge. But people love that song. It’s such a great song and people feel so good when they hear it.”

The band would only play “Shiny Happy People” a handful of times, including on Saturday Night Live and Sesame Street (where it became “Furry Happy Monsters” complete with a Kate Pierson Muppet). But even though they shied away from it, they saw how it resonated. “I was in Peru five years ago, and a cab I was in was playing an all-Eighties weekend, and ‘Shiny Happy People’ came on,” Buck says. “It sounded wonderful. I hadn’t heard it since we did it. I just thought, ‘Wow. OK. No wonder people like it.'”

“One person said they thought my intention was one of extreme cynicism,” Stipe told Rolling Stone in 1991. “I was very cautious with that song to make it as sincere as possible. And you can’t sing along without smiling. You literally can’t, because the vowels that you have to form to make your mouth go up. That was intentional.”

Another bright-sounding tune that took some surprising turns was originally known as “Radio.” An acoustic demo with some organ flourishes on the box set shows the song in a surprisingly complete state, though Berry surprisingly sings lead on the second verse (“I kind of wish we’d kept it that way,” Mills says), but it drags a little toward the end. (Incidentally, the song always contained one of Stipe’s most curious and revealing lyrics: “I have everything to show/ I’ve everything to hide.”) Another demo sports a fuller song and some alternate verses: “36 years in a three-minute song/ Tried to stop, sing along/ I’ve got the beat but I’ve got it wrong/ But I haven’t got too long.” It offers a little deeper look into the sentiment behind the song: the radio’s focus is too narrow.

To help get their point across, the band enlisted Boogie Down Productions’ KRS-One to rap toward the end. “I still feel the same way: radio sucks,” KRS-One says. “I was honored to be part of such a timely message, which unfortunately still rings true today. R.E.M. was extremely brave to write, record, perform and even produce a video for a song that spoke so directly about the sad state of American radio.”

In the year leading up to Out of Time’s release, the charts were dominated by Paula Abdul, MC Hammer and Vanilla Ice. In a 1991 Rolling Stone feature, Stipe reads down the Billboard chart: “Mariah Carey I’ve never heard. C + C Music Factory – I think the single is great. Wilson Phillips I’ve heard. I have no opinion about them. The Black Crowes – they’re from Atlanta, right? I have no opinion about them. Enigma have two great videos, and they’re kind of floaty, right? Pretty cool. New Jack City soundtrack – Ice-T was not bad. … Whitney Houston I’ve never heard. Amy Grant I’ve never heard. … The Doors – see ya. Not interested. The Rolling Stones – see ya.” When asked if he’d truly never heard Whitney Houston at the time, he said, “No. I couldn’t distinguish her from Mariah Carey. I just figured out how to say Mariah. You say it like pariah.”

“I think one of the worst things to happen in terms of the formatting of radio is separating music by genre,” Mills says now. “It’s just a terrible thing. It diminishes all music by trying to separate it like that.”

“I haven’t listened to commercial radio since 1973,” Buck says. “Mike and I did a promo tour for [Out of Time], and it had sold 10 million copies and it was the radio. We did three Top 40 radio stations every day, and I can’t tell you the amount of really shitty music I had to listen to. I was just going, ‘What are we doing here? What are we literally doing on the station? How can you like us and like this stuff?’ But then, listen, a year later, Nirvana was all over the radio. The good thing was you were hearing black music and white music on the same channel for a while. But it felt like a really weird world we were a part of.”

“And MTV for all the good things it did, it was very limited in the playlist,” Mills says. “They were very good for us, but they weren’t good for everybody.”

Stipe had met KRS-One through a mutual friend at an Earth Day protest in front of the White House around 1989, and the pair bonded over the idea of revolution and wanting to do more with their celebrity. Eventually, Stipe offered the rapper the spot.

“We all, to one degree or another, listen to hip-hop, and we just thought it was really exciting and cool,” Buck says. “Michael thought the song had something that’s not quite a rap but didn’t feel like being the white guy that he was trying to approach it. He knew KRS and gave him the lyrics and KRS went with it. He was great. I guess the Aerosmith–Run-DMC thing had been done, but people in our position weren’t really making that bridge. One of the things we wanted to show was that hip-hop isn’t that different from what you’re listening to.”

“KRS is a super-talented, super-smart guy,” Mills says. “He really had a mission and focus to what he was going, as well.”

When the rapper looks back on “Radio Song,” he remembers the collaboration as being nonchalant. “I might have suggested that Michael spit a rhyme or something, and somehow I wound up on the microphone myself,” he says. “We were just trying something new and voicing a concern many artists felt but chose to remain silent about.”

One of the eventual album’s most affecting numbers – the muted “Country Feedback” and its morosely threatening closing line “It’s crazy what you could’ve had/ I need this” – was almost fully developed during preproduction. “I had these chords that revolved, and I said, ‘Ah, let’s just record this,'” Buck remembers. “Bill played bass. I played guitar. John Keane is playing pedal steel. Bill put tambourine on and Mike wandered in and said, ‘What’s this?’ And I said, ‘I don’t know. It’s just something.’ He put keyboards on and Michael stood up and said, ‘Oh, I’ll put something to that.’ And next week, he had a vocal part. It wasn’t planned to be a song and it wasn’t rehearsed.”

“I don’t think we recorded it more than once,” Mills says. “It’s just a ‘feel’ song, kind of like ‘Low.’ It’s a mood song and it’s not something you can overthink.”

The box set’s demos disc contains several other curiosities, the least of which are the working titles (“Half a World Away” was “Blackbirds,” “Endgame” was “Slow Sad Rocker” and “Me in Honey” was “Me on Keyboard”). There’s “40 Sec.,” also known as “40 Second Song,” which lasts a minute and 22 seconds and finds Stipe singing what sounds like “We don’t know” over Renaissance acoustic guitar and organ. 

“We thought it would be 40 seconds on the record as an in-between track, but we never did that,” Buck says. “When we got to mixing, it just felt like, ‘No, this record is not about that.'” And there’s “Fretless,” a moody song about memories that appeared on the Until the End of the World soundtrack later in 1991.

Once the group had enough songs that the band members felt comfortable with, they convened with Litt – who had worked with the group on Document and Green – and headed for Bearsville Studios in Woodstock, New York, where they’d done some sessions for Green. “It’s so remote and rural, there’s really not much to do except focus on why you’re there,” Mills says. “So you really surround yourself with the music you’re creating. It was a very healthy place for us at the time. Although I did this really cool thing one night where I got to play ‘The Weight’ with everybody in the Band except Robbie Robertson. That’s the kind of thing that could happen up there at Woodstock.”

R.EM.

Their reunion with Litt was typically ordinary. “Whenever I’d work with them, they were like, ‘Here’s our songs, let’s cut them,'” he says. “We were never comparing the recordings sonically to what was going on out in the world.”

What they did, though, was experiment a little. “Michael told me with ‘Belong’ that he wanted to make his vocals sound detached, like from another place,” Litt says. “I hooked up a Walkman that would be able to record his vocal and we ran a cable into the studio. That’s how we got that.”

For the sessions, they brought in several musicians they trusted to help them fill out their newfound sound. Peter Holsapple jumped between bass and guitar, depending on the song, while Kidd Jordan played featured brass and woodwind parts; there were also string and horn sections to make the intro of “Shiny Happy People” lush and generally sweeten their otherwise understated sound.

“Peter Holsapple helped a lot to flesh out the rhythm tracks, like on ‘Losing My Religion,'” Litt says. “Peter [Buck] was playing a mandolin on the basic track, so we needed some acoustic rhythm along with Mike. And I remember on ‘Low,’ I think he came up with the bass line.”

One extra musician who was considered for the album but did not make the final cut was, in essence, James Brown. “We wanted to use sample of a drum beat and him going, ‘Huh!’ on ‘Radio Song,'” Buck says. Mills ultimately shot down the idea of using it, though today he says doesn’t remember. “His objection,” Buck continues, “was that it was taking advantage of someone else, and that’s true. But if you call them up and pay for it, that’s enough.”

Even though the sample didn’t make it onto the record, its spirit is still there. “We cut the song to it,” Litt says. “I had a breakbeats record I’d gotten in England and, I’m not sure if it was James Brown, but it was something and Bill could hear it in his headphones when they were playing. That’s what prompted Michael to want to reach out to KRS-One.

“A mistake I made, I think, is not featuring it in the final mix,” he continues. “It seemed it would be too unseemly to be writing to a beat. You know, it was 1990 and, like, all of a sudden R.E.M. is doing that. I was a little scared of the reaction. But it held up without it.”

Litt says, however, that a cut of “Radio Song” with the breakbeat may make it out one day. “I was friends at the time with the producer and writer of Salt-N-Pepa, Herby ‘Luv Bug,'” he says. “After the album was complete, he did mixes of ‘Radio Song.'” A single came out in late 1991 with the “Tower of Luv Bug Mix” of the song, but it’s not the one Litt is thinking of. “Maybe one saw the light of day, but I uncovered another couple and they’re fucking great. He took out the instruments and put in his own stuff but that was like a harbinger of what was to come, in terms of remixing. There’s one that’s called ‘On the One,’ and he played everything on that one. It’s really great. I hope one day those will see the light of day; I uncovered them at the end of making the box set, and it was too late.”

Buck now wants artists to sample R.E.M. “I wish more people that I thought were really groovy sampled our stuff, because it hasn’t really happened, but I guess Jay Z did,” he says, referring to the rapper’s “Heaven.” “I like the idea of 14-year-old black kids hearing something I did out of context.”

To finish the record, Litt and the band headed west to Minneapolis, where they holed up in Prince’s Paisley Park. Although their original intention was only to mix it there, they still had to add a lot of finishing touches. “I remember we had to wing it,” Litt says. “Kate Pierson showed up one day and did all the vocals on ‘Shiny Happy People,’ and right when we were done mixing everything else, Michael says, ‘Wait a minute. I want to put something on this.’ And he gets a melodica, those things you blow into, and it’s like a keyboard, and added that to ‘Endgame.’ But we just rolled on that record. There were no difficulties.”

“I remember it was snowing and freezing cold there [at Paisley Park],” Pierson says. “And Michael and I had a snowball fight outside the studio. I have a picture of it somewhere. Not many people have a snowball fight while recording. But when you’re in a studio like that and don’t go outside much and it’s freezing out, there’s not much left to do but have a snowball fight.”

“I passed Prince in the hallway one time, and I said, ‘Hello,’ and he looked at me and smiled at me,” Mills recalls. “Apparently that freaked everyone out because employees were not supposed to look at him or speak to him in anyway. Of course, I didn’t know that, and I wouldn’t have cared anyway.”

“You could watch him playing basketball with all these 6-foot-4 guys who would just step aside and he’d lay it up,” Buck says. “Another thing I remember is we said, ‘If Prince wanted to stop by, it’d be cool. We’re not going to bother him. ‘ And a couple of days later, one of his guys says, ‘Prince wants to know if you’ll be here Friday.’ And we’re like, ‘Yeah.’ ‘Are you planning to be here after 5 at night? ‘Cause we’re planning a party.’ We’re like, ‘We can be here.’ He’s like, ‘Prince wants you out by 5, ’cause he has a party.’ We weren’t invited to the party. So … that was it. We got it. He wants to live his life and that’s fine. He’s still a genius, but it wasn’t a warm, welcoming feeling.”

“Knowing us, we might’ve extended ourselves a little bit,” Litt says. “Prince was very secretive and never even came in the studio. He basically cleared out when we were there, so he was probably ready to go back to work.”

One fortuitous moment at Paisley Park, before they cleared out, came when Litt was mixing “Losing My Religion.” “Bill Berry came in and simply said, ‘You know, my tom-toms could be louder,'” Litt recalls. “It was funny for him to say something like that, and I remember raising them up and the whole track coming to life. So when I hear it on the radio now, it makes me happy because it’s not really wimped out.”

Peter Buck

Before they were done with the album, though, they still had some other pieces of music they were working on. One such song was “Night Swim,” which would eventually become Automatic for the People’s “Nightswimming.” “That one was finished,” Buck says. “Scott Litt and everyone’s like, ‘Gosh, should we put this on the record?’ But the record felt done. So we just kind of went, ‘Well, this is a good place to start with the next one.’ So when we started Automatic we had three songs pretty ready. I don’t think Michael had the lyrics for ‘Drive’ or ‘Try Not to Breathe’ yet, but they were ready from the day we started it.”

“I always thought that Green was the album that gave way to Out of Time – there’s acoustic instruments and sound effects and more texturing – but now, having listened to Out of Time more, I realized that it led directly to Automatic for the People,” Litt says. “Automatic was maybe going to be a little harder-edged, and it ended up being anything but that, and I think that’s because of Out of Time. The way the guys were writing opened them up. Out of Time and Automatic are two records that go together in a way.”

Out of Time came out on March 12th, 1991, a time when Vanilla Ice and Mariah Carey were still dominating the charts. But on May 18th, the album knocked Mariah Carey out of the Number One position on Billboard; Michael Bolton claimed the spot the week after, but Out of Time once again returned to Number One the following week. The band had finally broken through.

“It just meant that radio had finally come around,” Mills says. “For us, it wasn’t like, ‘Hey, we’re Number One!’ It was more like, ‘These idiots finally realized that there’s music out there that they were ignoring. Not just ours. Hopefully that opened the door to other quality bands. If you keep banging on the door long enough, somebody’s got to answer.”

“We were in Paris when it went to Number One, and the Beatles had been in Paris for their first Number One in America,” Buck says. “There’s some photo of Brian Epstein wearing a chamber pot on his head, and they were all drunk. So I was with some people, and we were all drinking, so I tried to order a chamber pot to wear on my head. I don’t know if they make them anymore, and I don’t know what the French word is, so that was massively unsuccessful.”

“I remember it meant more to the band than it did to me,” Litt says. “For management, it was probably a little bit of a relief, after signing a huge record deal at the time.”

Out of Time was R.E.M.’s second album for Warner Bros., after releasing several LPs on the indie I.R.S., so they were still out to prove themselves. And even though Green had underperformed in some ways – charting lower than its predecessor, Document – the label recognized early that Out of Time was a priority. “We absolutely loved the album when we heard it,” says Jeff Gold, the label’s senior vice president of creative services at the time. “Everybody at the company was convinced it was going to be a hit. Just how big of a hit, we didn’t know, but it was a big, big priority.”

Seeing that it was going to be a hit, Gold helped come up with a way for R.E.M. to achieve recognition outside of music with Out of Time. Record stores at the time were still in a transitional phase between LPs and CDs, and to make it so they could sell CDs, labels were putting them in 12-inch cardboard boxes known as longboxes. The unnecessary extra amount of cardboard worried many bands, including R.E.M., who were concerned about longboxes environmental impact and subsequently protested the practice. Gold, however, was getting pressure from his colleagues to convince the band to use the longbox to get it on shelves.

“So I’m riding my bicycle one day thinking,” he says. “My wife had been one of the cofounders of Rock the Vote, and we’d had one of the people who developed the Motor Voter Bill, Richard Cloward, at one of our events. The bill proposed that people would get the ability to register to vote wherever you had contact with the government – the post office, DMV, applying for social benefits – and this was something that the Democrats supported and the Republicans opposed because they didn’t want to enfranchise more people to vote. I asked Richard how many pieces of mail a senator or congressman would need to be impressed, and he said 200 pieces would blow them away. Really, that few? So I ended up having a eureka moment on my bike.

“I went, ‘We can do a postcard with Rock the Vote that people can fill out and send to their senators,'” Gold continues. “This is a million-selling band and I knew that this record was going to be very successful so we could generate a ton of postcards. I called one of R.E.M.’s managers and within 45 minutes he called back and said it would be a go.”

Within four or five days of the album’s release, Gold says he was getting reports of thousands of them going through the post office. He put it on the Red Hot Chili Peppers’ Blood Sugar Sex Magik and began producing public service announcements. When Bill Clinton was campaigning to become president, he held up the post card on the back of the R.E.M. longbox and told people he’d sign the bill if he got into office. It became one of the first bills he signed into law.

“We got invited to the White House,” Gold says. “And he started talking about the bill and the role Rock the Vote played and R.E.M.’s role. The guys in the band were all blown away. It was just mind boggling to have the president of the United States giving us credit for passing this bill. Looking back on it is bizarre.”

The band seemed to be ubiquitous – on the radio, on MTV, on magazine covers – but they were resolute in their commitment to stay off the road, playing only a handful of promotional shows, one of which is included in the box set.

“At that point, we’d spent 10 years, every day of the year, on the road or in the studio, and we were wanting to concentrate on writing, recording and pushing ourselves,” Buck says. “I think not touring was great for the band. I think it kept us together. Who knows if we would have made all the right records? Would we have lasted as long as we did? I don’t know.”

When the band members look back at Out of Time now, it strikes a different chord than it did 25 years ago. “The last time I listened to it was about 10 years ago, and I was not as thrilled with it as I’d hoped to be,” Mills says. “I could have just been in a bad mood, who knows. Then I listened to it a couple of years ago and I said, ‘Whoa, you know, this is really good.’ It’s just so hard to listen to your own stuff with any sort of objectivity. The album holds together, but the songs are so different one to the other that it’s hard to believe it’s the same group making it sometimes.”

“I never really enjoy the process of listening to my records,” Buck says. “If I’m at a restaurant or a bar, and one of our songs pops up, I get a little thrill out of that. I was traveling with my daughter a week ago and we heard one of our songs in a Chinese restaurant in San Francisco, and she just looked at me and laughed going, ‘Yeah, you know.’ It’s kind of cool.”

The band managed to stay together another 20 years before calling it quits in 2011. Berry had left the group in 1997, after suffering an aneurysm in 1995; he became a farmer. Mills has worked on various projects since the group ended, most recently writing a concerto for rock band and orchestra. Buck has issued a handful of solo albums and produced Alejandro Escovedo’s recent Burn Something Beautiful. And Stipe has focused his time on visual arts, singing in public only on rare occasions. [Stipe declined to be interviewed, Berry was not made available for this story.] Both Buck and Mills say they still have no regrets about the decision.

“I’m looking forward more than I’m looking at the present, so the ending of things is a part of life,” the guitarist says. “I still hang out with all of us. I played with Bill Berry two weeks ago and vacationed with Mike and Michael and Bertis [Downs, R.E.M. manager] in July, and I think we’re all enjoying this next phase of our lives.”

“We wanted to be one of the first bands to break up for no reason other than it was time,” Mills says. “There’s no acrimony, no legal issues, no abuse of any sort. We accomplished everything we thought we wanted to accomplish and now we’re doing all these other things.”

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