Photo by Anton Corbjin

*On September 21, the day R.E.M. announced their amicable split after 31 years of existence, Michael Stipe stepped out onto New York City's Madison Avenue, found refuge in a cafe, took a deep breath, and thought, "What the fuck am I gonna do now?" Sitting down in a bright Warner Bros. conference room in midtown Manhattan two weeks ago, he's still not sure how to answer that question. Even though R.E.M. started talking about ending the band as early as 2008 and planned for this year's Collapse Into Now to be their swan song, Stipe is obviously still coming to terms with the void in his life. Early on in the interview, he pauses a few times to stare through the wall-to-ceiling windows, his eyes glassy, his voice shaky.

"It would be a lie to paint 31 years of trying to do this incredibly difficult thing with these other people as anything but everything-- it was everything," he says. Now it's over. And, as Stipe well knows, a million grateful retrospectives won't change that. Multi-instrumentalist and backup singer Mike Mills is less overtly emotional about the disbanding when I talk with him a few days prior. "In a month, I might go stark raving mad," he says. "But right now it feels all right. There's some sadness, but we're all really comfortable with this decision."

As with nearly every move they've made over the last three decades-- from Athens, Ga., indie stalwarts in the 80s to worldwide arena rockers in the 90s to respected elder statesmen in the 00s-- the dissolution was handled with class and dignity. They didn't do a victory-lap last tour because it would be "maudlin and manipulative," says Mills. "It would also feel very mercenary, like, 'Everybody buy a ticket because you're not going to see us again!' That's kind of creepy; that's not the way we do things." Along with their startlingly deep catalogue of songs, R.E.M. leave behind something just as important: a path-- a right way to do things-- for bands to follow.

As for Stipe's future, he plans to continue producing films including an upcoming documentary, Me at the Zoo, that chronicles the life of YouTube star Chris Crocker and how the idea of sharing online videos has changed our lives. He's also exploring other artistic venues to, as he says with a laugh, "shake the dreams out of my head." Mills will set out to cover Big Star's classic Third album live alongside that band's drummer, Jody Stephens, and others in Europe next year, and looks forward to writing songs with some new, as-yet-unnamed collaborators.

Here, we go through highlights from the band's new 40-track, career-spanning collection, Part Lies, Part Heart, Part Truth, Part Garbage: 1982-2011, with Stipe and Mills, who give background on the specific tracks as well as insight on where R.E.M. were both musically and mentally when they were originally created.

"Radio Free Europe" (1981)

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Mike Mills: Back then, we were living the dream: four guys in a van hitting the road, conquering clubs one night at a time. That's all it is, the gear and a gang. First, you had to prove that you had something to offer, so the early tours were us going out and playing to very, very small crowds. But every time we came back to a town, we had more people. Without fail. We knew we were pretty good; we just didn't know how good. There was a lot of the punk and DIY ethic involved. In our minds, the way you became a good band was going out and playing as often and in as many places as possible. We were doing what we knew bands did.

In Athens, it was all about dancing. Most of the popular bands playing there-- Love Tractor, Pylon, the Method Actors, and the B-52's-- were all about getting people together and dancing your ass off. We were certainly a part of that. Murmur has a mystery to it because of the cover and some of Michael's indecipherable lyrics, but musically it's almost entirely upbeat. That's what people did. You went to parties and bopped out.

Photo by Ed Colver

We took the energy of punk, but not the aggro part. As much as I loved Sex Pistols, we were not into the safety pins-through-the-nose thing. It was more about thrift-store clothes and wild wigs and having a good time. For "Radio Free Europe", I wrote the verse and the B section on an unamplified electric guitar in a deserted record store while there was a party going on upstairs. I remember being really excited about it. [Guitarist] Peter [Buck] wrote the chorus later on.

When we started, I remember saying, "Whoever writes the songs should get the credit." And Peter said, "No, everyone shares the credit equally, because that's what breaks bands up-- and if we end up splitting, it won't be because of the money." Of course, we all contributed to the songwriting: [drummer] Bill [Berry], Peter, and I wrote music, and Michael handled the lyrics and most of the melody. And then Bill and I did the background vocals, and Bill's drumming is so orchestral-- something like "Wolves Lower" would not have been the song it was without his drum part. So it was a great idea for Peter to insist that we split the songwriting, and it turned out to be accurate because we all contributed.

"Living Well Is the Best Revenge" (2008)

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Michael Stipe: This is a song we wrote on tour. The band would play it live everyday for sound check, and I'm backstage in my dressing room having tea, resting my voice, and this song is coming through and through and through. I wrote the chorus when we were in the Baltics. It was January, fucking freezing, and the snow was two feet high. I came up with this chorus that was really angry, and then I had to figure out who it was about. [laughs]

I'm really angry about injustice and people who represent it. I had been watching internet news and getting really upset about the way Bush/Cheney were being portrayed, so that's where it came from. For this song, I put a TV news guy in his deathbed with his last gasp, reflecting back on his life: "Who the fuck was I? Jesus, I was this lightning rod, puff-adder asshole? To what end?"

Photo by Anton Corbjin

I have my anger fairly well channeled into the places where it needs to go-- having the platform to express it through music has been great. But the really tiny indiscretions of everyday life-- how people use those giant strollers to body block and people that slam into you because they're texting on the sidewalk-- are profoundly upsetting to me on sensitive days. Those things can build up to where you just become this very angry person. [laughs]

But it's important to note here that, as a fan, I don't go to music for political discourse. I go to music for an emotional experience-- that sounds so stupid, sorry, I'm just trying to put myself together. [pauses, stares outside] I don't like it when I feel like someone's trying to jam an idea down my throat. I go to music for catharsis and some kind of emotional release. That's what really moves me, whether it's Daft Punk or Coldplay.

"Nightswimming" (1992)

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Mike Mills: It's basically one piano piece that goes around and around-- I would sit there and play it for 20 minutes straight because it was just so perfect. But I didn't expect Michael to write to it because there was no song structure. So when he heard it and was inspired, I added the intro and the two breaks, and it became a song. I didn't expect that.

Sometimes Peter and I would finish a song and Michael just wouldn't be inspired by it-- we have a lot of songs sitting around that are recorded musically but never got lyrics or melody put on them. We gave him options. There were a few times when we wrote a song that I thought had great pop potential, but Michael didn't put pop lyrics or a pop melody to it, and it pissed me off enormously. And yet, some of those-- like "World Leader Pretend" and "Cuyahoga"-- are my favorites now. When you're in a band with somebody, you have to trust them. Their vision may not be your vision, but that doesn't mean it's not great.

"What's the Frequency, Kenneth?" (1994)

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Michael Stipe: Was that on Monster? Yeah, it was about a guy who was trying really hard to "connect" with a younger generation and just desperately failing at it. It's commenting on my generation's inability to grow up: people can't look in the mirror and see themselves as anything other than a kid in an adult's body. So I made this character who puts on a really hideous shirt to try and fit in at some skate park and the kids are just like, "Who's grandpa? What's he doing?" I saw that everywhere around me and I saw it in myself, I'm sure.

By this point, Peter had left Athens forever and moved to Seattle and bought a house and started a family. Kurt and Courtney bought the house next door to him, and there was all the influence of Seattle in the early 90s. We talked about that when we named Out of Time. It was an inside joke within the band: No matter how hard we tried to be in the cool moment, we were always either way ahead of it or way behind it.

Photo by Anton Corbjin

With Monster, we tried to write a rock record because we were going on tour for the first time in five years, and we needed songs that were not orchestral chamber music like [Out of Time and Automatic for the People]-- that stuff does not play well to a football field of 50,000 people in Italy. And what we wound up doing was writing this sound-effect record with great songs that represented what a rock record might be. There was an ironic distance.

We had been friends with U2 since the 80s, but it was after Achtung Baby and Zooropa that I understood the appeal of that band. That's when they became very interesting to me, and they have remained so. And that distance they provided with those two records is what I needed to actually understand them and go, "Wow, these guys fucking mean it. They're really good." I talk about this a lot in myself, but even in human nature, we are all completely and utterly contradictory creatures. We all basically want and need the same thing and we move in the same way, but each of us has these insane contradictions that are so beautiful and amazing.

"(Don't Go Back to) Rockville" (1984)

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Mike Mills: I had a very dear friend and lover in Athens, and she was going back to Rockville for the summer. I thought, "Well, that sounds like a song title." It evolved into me putting myself in the position of losing a loved one who was leaving forever. But she was just going home for the summer-- I turned it into this big, sad tale, but it was never like that.

We used to do a totally punked-out version of that song, but we decided to mess with it a little and slow it down for the record. The country aspect was a little inside joke, and yet it added a dimension to us that might not have been there before. I grew up with a lot of country music, and I think Michael had actually heard a fair amount in his peripatetic younger life. And of course Peter was always in tune with the 40s and 50s country greats like Hank Williams.

Photo by Ed Colver

We wanted to make records that were timeless, and we rejected anything that would make them sound dated. When we made Murmur and Reckoning, every band in the world was using a Yamaha DX7, which we despised. The sound of it was just miserable. While I love a lot of that popular synthetic music, we didn't want to sound like that, because when you hear it now you think, "Oh, 1983!"

We wouldn't be who we are without I.R.S. Records, but when we were making Murmur, they put a little pressure on [producers] Mitch Easter and Don Dixon to add some of that contemporary sound. But when Peter and I got the mix, we said, "No fucking way." So we went back up and sat with Mitch and Don and forced them to remix the songs. In the end, we pretty much got what we wanted.

In the early 80s, it was annoying to have some band from England with stupid hair and a Yamaha DX7 come over and be on the cover of every magazine with their first single. Not because it took something away from us, but simply because it took something away from all the great music that was being made in America. The magazines would ignore the Replacements and Hüsker Dü and the Embarrassment and the dB's and Black Flag because there was no trendy gimmick involved. That's what pissed us off. We were happy to ring the bell for American music and let people know there was all this great stuff going on that you wouldn't see on the cover of Dumbass Magazine just because we didn't have weird haircuts.

Some musicians need to reject the past in order to do what they want to do, but we weren't trying to create something brand new. We were trying to do something original, but not necessarily ground-breaking. We were making music that made us happy, whatever that happened to be. We just knew we didn't want to do the crap that was on the radio at the time.

College radio and R.E.M. were kind of the shark and the remora; we were very good for each other. Basically any good music that got played on the radio at that time was played on college radio. The lines were so clearly drawn back then. If you were in college, you listened to your local college station because there was no internet and the commercial stations sucked. I listened to WUOG in Athens all the time. That's where I got a lot of my music from. The reason it became less relevant was because mainstream radio realized that people wanted to hear the stuff on college radio, so they started playing more of that and less of the crap.

"At My Most Beautiful" (1998)

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Michael Stipe: I wrote the chorus-- "I found a way to make you smile"-- and then I was like, "This is going to be good, but I can't go to the treasure chest of rock clichés about love." So it took me a year to write the verses. I tried for so long not to write love songs, so it was nice to write them and have them not be the usual crap that we all know and sing along with.

And I can say it now: I took [the first verse about phone messages] from the Replacements' "Answering Machine". Thank you, Paul. But nowadays, my outgoing voice message just says, "Text me, I'm not going to listen to this."

"Leaving New York" (2004)

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Michael Stipe: Post 9/11, I was upset by how people outside of New York were still memorializing it. I tried to write a song about New York that wasn't maudlin, and I didn't quite make it. I'm so proud of that song, but the demo is actually astonishing. Hopefully someday that will be made available. I do think that I finally hit on that sentiment with "Discoverer" off of [Collapse Into Now].

I am a sentimental, sappy guy, and part of my inherent contradiction is that I'm constantly battling that cheese-ball side of myself as well as the part of me that is pedantic and professorial. But I come from a long line of Methodist preachers, it comes from somewhere. [laughs] I recognize it-- I'm perhaps more self-aware than people think I am in that way. I think of myself as pretty self-aware-- and my boyfriend thinks I'm too diminishing of what we have done as a band in these interviews, so he told me to be a little more up.

It's the push-me/pull-you beauty of not only being in a band but also being a lyricist or a performer or writer or creator or artist or whatever you want to call it: recognizing what's in yourself consciously or unconsciously. That's what makes it really human and compelling beyond someone going, "Oh it's the bald guy with the foggy voice," or whatever. It touches people the way that [U2's "Stay (Far Away, So Close!)"] touched me.

"Electrolite" (1996)

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Mike Mills: Is that on New Adventures? My girlfriend was renting an apartment in Chicago, and I sat down one day and wrote that on the piano there. That was a weird one that Michael finished but didn't like. But Peter and I were like, "It's great!" He's like, "I hate it." And then Thom Yorke comes up and goes, "That's the best song you've ever done." Michael's like, "Really?! I guess it's all right then." Sometimes it takes an outside opinion to open your eyes.

Photo by Anton Corbjin

*Our legacy is not about bands sounding like us as much as bands realizing that they can take their own path to success. There are prescribed ways to do things with record companies and management and what have you, but we showed that you don't have to do that. Your happiness and success are best found by making your own decisions.

I almost never listen to R.E.M. albums. I can't be objective-- I'll sit there and critique everything. But once in a while I'll throw one on and think, "Oh, those guys are pretty good."