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Up is the eleventh studio album by American rock band R.E.M., released on October 26, 1998, by Warner Bros. Records. It was the band's first album without drummer Bill Berry, who retired from the group in October of 1997. In his place, R.E.M. used session drummers like Joey Waronker and Barrett Martin, as well as programming drum machines. The band has said that the album probably would have sounded much the same with Berry, as initial rehearsals with him had commenced, but his departure almost “broke” them and "hung over" the resulting recordings.