Out of Time is the seventh studio album by American alternative rock band R.E.M., released on March 12, 1991, by Warner Bros. Records. With Out of Time, R.E.M.'s status grew from that of a cult band to a massive international act. The record topped the album sales charts in both the United States and the United Kingdom, spending 109 weeks on U.S. album charts, with two separate spells at the top, and spending 183 weeks on the British charts, including one week at the top. The album has sold more than four and a half million copies in the United States and more than 18 million copies worldwide and was certified 4× Platinum by the RIAA. Out of Time won three Grammy Awards in 1992: one as Best Alternative Music Album, and two for its first single, "Losing My Religion".

Details Out of Time combines elements of pop, folk and classical music heard on the band's previous album, Green, with a new concentration on country elements that would continue on 1992's Automatic for the People. It features guest appearances by KRS-One and Kate Pierson from The B-52's.

Preceded by the release of "Losing My Religion", which became R.E.M.'s biggest U.S. hit, Out of Time gave them their first U.S. and UK No. 1 album. The band did not tour to support the release, although they did make occasional appearances on television or at festivals. In Germany, it is the band's best-selling album, selling more than 1,250,000 copies, reaching 5× gold. Out of Time was the first R.E.M. album to have an alternative expanded release on CD, including expanded liner notes and postcards. In Spain, a contest was held to have a limited-edition cover, with the winner being an abstract oil painting.

For the 25th anniversary the album was remastered. The standard version of the reissue comes with a second disc of demos, the deluxe version adds a third disc featuring live acoustic tracks. It was released through Concord Records on November 18, 2016.

Songs

Time Side

"Radio Song" begins with a spoken-word introduction by KRS-One of Boogie Down Productions, rather than with instrumentation or vocals from the band. This marks a departure from the group's typical introductions, which often feature Bill Berry's drumming, Peter Buck's guitar, Mike Mills' bass, or Michael Stipe's vocals. Following KRS-One's initial lines, the arrangement transitions into more familiar territory, with Buck's guitar, Mills' bass, and Stipe's vocals entering the mix. The track incorporates elements of funk, a style R.E.M. had previously explored on "Can't Get There from Here" from Fables of the Reconstruction. In this instance, the funk elements are described by participants in the recording process as more naturalistic. The inclusion of KRS-One, who expanded his contribution beyond what was originally requested, is cited by members of the band as a significant factor in the track's development. Berry noted that the song, while built on a strong groove, lacked impact prior to the addition of KRS-One's performance.

Additional musicians contributed to the track. While Mills divided his performance between bass and Hammond organ, Peter Holsapple provided supplementary bass lines. Kidd Jordan performed on tenor, alto, and baritone saxophone, and producer Scott Litt added echo and tape loop effects. The track also marks the first appearance of strings on the album, arranged and conducted by Mark Bingham. Instrumentally, the track features funk-influenced guitar from Buck, syncopated drumming from Berry, and organ playing from Mills that has been likened to the style of recordings released on the Stax label. Stipe's vocal delivery incorporates both directness and irony. The song's lyrics address radio programming practices, specifically the repetition of formulaic content. Although the tone of the lyrics includes critique, Stipe later stated that the intent was partly humorous and self-referential.

"Losing My Religion" emerged from an initial idea by Buck. He experimented with a mandolin while drinking beer and watching a baseball game, recording the result on a boom box. During rehearsals, the band worked on this initial idea, with Berry initially playing bass before switching to drums. The song developed into a full band arrangement, with Buck on mandolin and electric octave guitar, Mills on bass and keyboard strings, Berry on drums and percussion, and Holsapple on acoustic guitar. The strings, arranged by Bingham and Mills, were performed by members of the Atlanta Symphony Orchestra at Soundscape Studios in Atlanta, Georgia, in October 1990.Black, p. 178.

Despite its title, the song does not reference religion in a literal sense. According to Stipe, the phrase "losing my religion" is a Southern expression meaning to be at the end of one's patience or composure. Stipe described the song as secular and categorized it as an "obsession song". The origins of the phrase were initially met with skepticism by Buck, who considered it potentially a fabrication. However, a subsequent encounter in New Orleans with an elderly woman who recognized the expression from her youth confirmed the term's authenticity. The song has also been misinterpreted as autobiographical, particularly due to the lyric "that's me in the spotlight". Stipe denied this interpretation, indicating that the line was not intended to reflect personal experience. He later suggested that the song could be read as a commentary on broader social conditions, identifying it as an extension of the themes explored in the earlier R.E.M. track "World Leader Pretend". Stipe stated that his intent in writing "Losing My Religion" was to emulate the emotional tone and structure of the Police's "Every Breath You Take". The result, according to Stipe, achieved that goal to a satisfactory degree.

"Low" is characterized by a subdued and somber tone. The composition centers on Mills' organ part, described as reminiscent of a funeral parlor, which serves as the song's primary melodic and atmospheric foundation. The recording features contributions from all members of the band: Berry plays congas, Buck handles guitar, and Holsapple provides the bass part. The arrangement is augmented by a bass clarinet performance from Jordan and another string arrangement conducted by Bingham.

Lyrically, "Low" includes a critique of conventional love songs. Stipe expressed a longstanding aversion to love songs, describing them as "horrible and manipulative". Nevertheless, this track marked one of the few instances since "The One I Love" in which he included the word "love" in his lyrics. Buck associated the track's atmosphere with a specific visual impression, stating that it evoked an image of prehistoric people gathered around a campfire, shrouded in fog. Stipe, meanwhile, emphasized the song's use of dramatic effect, noting that the word "time" functions as a pivotal element in the final verse: "You and me, we know about time." Despite the track's melancholic tone, Stipe later downplayed its seriousness. He explained that the lyrics were assembled quickly while on tour, describing the process as spontaneous and the result as humorous rather than deeply reflective.

"Near Wild Heaven" according to the author Craig Rosen in R.E.M. Inside Out: the Stories Behind Every Song "brings Out Of Time up with its optimism". The song features Mills as the primary vocalist, one of only two such instances on the album. According to Buck, the track functions as a duet between Mills and Stipe, with both contributing to the lyrics. The song exhibits a strong influence from the Beach Boys. Buck cited the release of Capitol Records' Beach Boys reissues during the Out of Time recording sessions, specifically the Smiley Smile and Wild Honey editions, as a factor in shaping the track's direction. Buck, who has listed Pet Sounds among his favorite albums, acknowledged the band's intent to echo the Beach Boys' vocal harmonies. He recalled that Mills and Berry had previously sung along to Beach Boys songs while driving together, and he noted that he may have suggested a high harmony part to reinforce the stylistic reference. Stipe, by contrast, expressed ambivalence toward the Beach Boys. He stated that he had limited exposure to Pet Sounds and had listened to the album under pressure from Buck and Mills. Although he acknowledged the Beach Boys' Brian Wilson's talent, he indicated a lack of personal connection to the band's music.

"Endgame" is an instrumental composition characterized by orchestral textures and minimal vocal elements. Although the piece includes "la la la" vocalizations by Stipe, it does not contain lyrics. According to Buck, the track was originally conceived as "End Title Sequence," intended to evoke the feeling of a film's closing credits. Stipe described the mental imagery associated with the piece as that of Buck seated on a large stage, surrounded by classically trained musicians, with his guitar playing integrated into a broader orchestral context. Stipe considered "Endgame" his first significant attempt at composing for live musicians. Rather than writing lyrics, he chose to substitute his vocal lines with instrumental parts that he felt resembled his voice, with the exception of the opening verse. Stipe explained his reluctance to add lyrics by emphasizing the abstract potential of instrumental music. In his view, the inclusion of words can limit interpretation and impose a fixed narrative, thereby reducing the open-ended emotional resonance of the music.

One notable contribution to "Endgame" came from flugelhorn player Cecil Welch, who had previously worked with composer Henry Mancini. Stipe, who stated that he had grown up listening to Mancini's music, expressed appreciation for Welch's involvement, noting that the part he composed for Welch bore a strong resemblance to Mancini's style. Buck addressed the broader context of rock musicians incorporating orchestral elements, citing George Melly's critique of superficial uses of classical motifs in rock. Buck differentiated "Endgame" from these approaches by aligning it with more modest string quartet arrangements, stating that the piece lacked the bombast often associated with classical-inspired rock compositions. The track features contributions from all four members of R.E.M. Berry played percussion, Buck contributed acoustic and electric guitars, Mills played bass and sang backing vocals, and Stipe performed on bass melodica in addition to handling vocal, horn, and string arrangement duties. Holsapple assisted with string arrangement alongside Stipe and Bingham. Jordan played both bass clarinet and tenor saxophone on the track.

Memory Side

"Shiny Happy People" marked R.E.M.'s first collaboration with Kate Pierson of the B-52s. The song, which features Pierson on guest vocals, was described by Stipe as an "abortion", while Mills characterized working with Pierson as a highlight. According to Mills, although the band was familiar with Pierson and her work, they had not collaborated with her prior to this recording. Stipe also expressed admiration for her, referring to her as "probably my favorite female singer". Buck noted that while the track included what he called a "silly lyric", it was not the result of extended labor. Buck added that he had no desire to perform the song live but still expressed a degree of fondness for its spontaneous nature, stating, "It is what it is." He also referred to the song as "tongue-in-cheek". Stipe, however, offered a contrasting interpretation, at one point describing "Shiny Happy People" as a sincere composition and "the happiest song" he had written. He cited its lyrical sounds, particularly the abundance of "E" vowels, as contributing to its upbeat tone, claiming, "You can't sing the words without smiling." He also identified himself as "an extraordinarily happy person".