Mike Mills Reflects on R.E.M.'s 'Out of Time' Ahead of 25th-Anniversary Reissue

R.E.M. photographed in 1993.
Jeff Kravitz/FilmMagic, Inc

R.E.M. photographed in 1993.

The bassist & keyboardist says the band's first chart-topper "felt a little more natural than it would have to rocket to No. 1 on your first or second record. I'm really glad that didn't happen to us."

R.E.M. will reissue its best-selling album, 1991's Out of Time, on Nov. 18 in three different configurations to celebrate the 25th anniversary of the band's first chart-topper. Out of Time marked a new level of success for the onetime college rock favorites, who through a decade-plus of touring in the 1980s had built a cult following that eventually crossed over to mainstream success. After recording five albums for I.R.S. Records, the band signed with Warner Bros. in 1988 and released Green. That album reached No. 12 on the Billboard 200, went on to be certified double platinum, and included the Modern Rock and Mainstream Rock chart-toppers "Orange Crush" and "Stand," setting the stage for Out of Time.

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Their second major-label effort was a career-changer for R.E.M., spawning the band's biggest worldwide hit, "Losing My Religion," which topped the Mainstream and Modern Rock charts and peaked at No. 4 on the Billboard Hot 100. The success of the single helped push Out of Time to the top of the Billboard 200, where it has the distinction of being the only album to top the chart prior to the implementation of SoundScan and after Billboard began using point-of-sale data. It earned the group three Grammy Awards  -- best alternative music performance, best pop performance by a duo or group with vocal, and best music video, short form for "Losing My Religion" -- and has sold 4.5 million copies to date, according to Nielsen Music. The band also picked up six Moonmen at MTV's Video Music Awards for "Religion."

R.E.M. disbanded in 2011, after which guitarist Peter Buck went back to his indie roots on a series of vinyl-only releases. Frontman Michael Stipe has mostly stayed out of the spotlight, save for some appearances tied to April's David Bowie tribute and a few performances opening for Patti Smith. Drummer Bill Berry retired in 1997, while bassist, keyboardist and vocalist Mike Mills is preparing for the Oct. 14 release and tour in support of Concerto for Violin, Rock Band and String Orchestra, a collaboration with his childhood friend, violinist Robert McDuffie.

The Out of Time reissue will come in a two-CD set with the remastered version of the original album along with a bonus disc of demos recorded in preparation for Out of Time, two non-album B-sides and a previously unreleased song. This version will also be available as a three-LP vinyl set.

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There will also be a deluxe edition, including four discs, adding the band's 1991 performance on Mountain Stage, a Blu-ray disc with hi-resolution audio and 5.1 Surround Sound versions of the album, all of the music videos released in conjunction with Out of Time, and the 1991 electronic press kit Time Piece, with in-studio footage and additional performances. All versions will include liner notes by Annie Zaleski with interviews with all of the band's members and Scott Litt and John Keane, who produced the album.

We got Mills on the phone to discuss R.E.M.'s state of mind around Out of Time, the making of the album and how the band dealt with its biggest success to date.

Out of Time was recorded after the Green tour, which played arenas and was the band's biggest to date. Word was the band was burned out on electric instruments and that's what led to the more acoustic sound on Out of Time. Is that accurate?

We already started that with Green. There was a lot of instrument swapping going on in the writing of that record as well. Peter was a little tired of the electric guitar and was enjoying the mandolin very much. And when we cut "Losing My Religion," we got [touring guitarist] Peter Holsapple [of the dB's] on acoustic guitar because we wanted to cut it as a live track and it needed an extra guitar. On Out of Time in general, there's a lot of instrument swapping because I played the keyboards and we wanted to keep it live. Everybody was just doing whatever part they felt like playing, really.

"Losing My Religion" was an unlikely hit single. It had Peter on mandolin, didn't have a traditional chorus, and clocked in at nearly four-and-a-half minutes and yet became the biggest hit of the band's career. Were you surprised?

I think we were as surprised as anyone. It's a great song, no doubt about it. It's not the sort of thing that you thought radio would grab onto. It was also a sign of the times. We were a very popular band who put out a song that wasn't like anything else and it was a very good song. I think it had a lot to do with our station in the music world at the time, but I'll take it.

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Also on Out of Time, Michael claimed that he wasn't going to write about politics anymore. He said Out of Time was going to be an album of "love songs." How'd the rest of the band feel about this?

It's very easy to be consumed by the political aspect of things. People start to think you're a political band, which we certainly were not. We were a band whose members cared about politics. We agreed with Michael that pulling back from that was a great idea. Lyrically, writing lyrics for 10 or 12 songs a record was not easy, so whatever kept him inspired was usually OK with us.

Out of Time also includes your first lead vocals on originals "Near Wild Heaven" and "Texarcana." (Mills previously sang lead on the band's cover of the Clique's "Superman," included on 1986's Lifes Rich Pageant). How'd that come about?

Michael's the singer of the band, and I was always very happy about that. In this case, we had a couple of songs that we really liked, that he was not inspired enough to finish, for whatever reason. He had some ideas on "Texarcana" that I adapted to what I did to it, melodically. "Near Wild Heaven," it's almost a co-vocal. I guess technically I'm singing lead. It's just another one where we really like the song and Michael was having a little writer's block with it and he was perfectly fine with me jumping in.

Prior to Out of Time, the band had used some guest instrumentalists, but that album marks the first time guest vocalists had appeared on an R.E.M. recording with Kate Pierson of the B-52's on "Shiny Happy People" and "Me in Honey" and KRS-One on "Radio Song." How did they get involved?

I think Michael probably had Kate in his mind because "Me in Honey" is sung from the point-of-view of a woman, but the real impetus was he wanted to have the round on "Shiny Happy People," the trade-off between he and Kate and I. He wanted a girl singer for that, so we got Kate, so we thought why not put her on "Me in Honey" too, since it's that sort of song. Michael was very into hip-hop pretty early on and he had met Kris [Parker, aka KRS-One]. It was definitely Michael's idea to do it and we said, "Sounds great."

One of the things that's interesting about the success of Out of Time is that was the band's first album not supported by a tour. Did you already agree you would not tour before making the album?

We were already planning not to tour, but that didn't mean we wanted to make a record that we couldn't play live, because playing live has always sort of been the raison d'être for R.E.M. At the same time, we knew that we wouldn't be taking it anywhere for awhile, although I don't think that really changed the music much and how we recorded it, because those little promo shows that we did, they all worked really fine. Because the songs are there. You start with a song that most of the time you can sit and play on acoustic or electric guitar, and if you have that, then whatever you do on the record you can still break it down to the actual song.

Out of Time went on to become the band's first No. 1 album. How'd the band feel about that at the time?

It's good to have your work appreciated. We were very lucky, every album, at least up to Out of Time, sold more than the one in front of it, so it was really a gradual climb for us and felt a little more natural than it would have to rocket to No. 1 on your first or second record. I'm really glad that didn't happen to us.