Logistically and artistically, R.E.M.'s 1998 album Up marked a fork in the road for their trajectory: Prior to its recording, drummer and founding member Bill Berry had amicably left the band, having suffered a brain aneurysm while on stage three years earlier, leading the remaining trio of Michael Stipe, Mike Mills and Peter Buck -- for the first time in their career -- to create without a key piece of their dynamic. In the end, Up didn't sound like any of the group's previous eras, using keyboards, electronics, chamber-pop and white noise as a backdrop for some of the band's sweetest melodies and Stipe's most direct lyrics to date, the latter of which were finally printed for fans to comb over -- a first for any previous R.E.M. project, after ten albums of ambiguity. This week, we celebrate the 25th anniversary reissue of Up (available this Friday, November 10th) with returning guest Josh Modell (formerly of the AV Club, now of the Talkhouse Podcast Network) who wrote the package's liner notes. Together we examine how R.E.M.'s existential crisis without Berry, according to Modell, "gave everything (on the album) an undercarriage of vulnerability, sadness, and edge," making it Modell's favorite album in the group's catalog. Purchase the Up reissue at remhq.com or wherever you find music, and catch Modell moderating a live Q&A with Wilco's Jeff Tweedy in Milwaukee on Saturday, November 11th, with tickets available here.