NEW YORK (AP) — Twenty-five years ago, an R.E.M. album arrived that didn't sound like a typical R.E.M. album.

“Up,” the band's 11th album which dropped in the fall of 1998, was a curious and challenging collection that split fans and critics alike but reveals more interesting things with each listen. A newly remastered reissue out Friday offers a chance to reevaluate.

“A lot of people may not have liked it because it didn’t sound like ‘R.E.M.,’ whatever that is. But that was not the point. We were not trying to sound like R.E.M. We were trying to sound like the three guys that we were at the time,” Mike Mills, bassist and band co-founder, tells The Associated Press.

“Up” peaked at No. 3 on the Billboard Top 200 and was certified gold, while single “Daysleeper” was a Top 20 alternative radio hit. Another single, “Lotus,” peaked at No. 31 on both the alternative and mainstream rock charts.

“I think it rewards repeated listenings because there is a depth to it. It is not a surface record,” said Mills. “I think that that R.E.M. fans will be rewarded with a deeper consideration. But it may not be to everyone’s taste, and that’s certainly fine as well.”

In the liner notes for the Craft Recordings anniversary reissue, journalist Josh Modell calls it “the beautiful but misunderstood, complex but overlooked, difficult but incredibly rewarding red-headed stepchild of the R.E.M. catalog.”

“Up” was created in the wake of turmoil for the group — Mills, singer Michael Stipe and guitarist Peter Buck. They had become a band of three after drummer and co-founder Bill Berry left the group.

“It was a fresh start for us as a three-piece,” said Mills. “There were no blueprints, there were no roadmaps. We were just completely winging it as a three-piece band, and I think we did a really good job.”

The 14-track album opens with one of the more challenging songs in the band's catalogue, “Airportman,” a hook-less, electronic scar of a song that seemed less welcoming and more off-putting.

“Our feeling was this is a whole new R.E.M. and if you stuck with us this far and you can stick with us through this song, then you’ll be rewarded in later times to come,” said Mills. “It was kind of an act of defiance and a sly joke at the same time. I like the song. It’s just a very strange song to start the record off.”

The rest of the album includes the almost too-R.E.M.-“Lotus,” the Beach Boys-ish “At My Most Beautiful” and the painfully beautiful "You’re In The Air." Many of the songs curl into static or sonic distortion at the end, as if fire was licking at their edges. The last song, “Falls to Climb” is about a stoning, a bummer of a goodbye.

“It was meant to be jarring,” said Mills. “There was no way that we were going to pretend that nothing had changed. We were a completely different band at that point. And so we decided to make a record of a completely different band. I think there are some truly beautiful moments. There are some powerful moments.”

The Detroit Free Press called the album “one of the most gorgeous, enchanting works in the groundbreaking group’s two-decade body of work.” But Pitchfork was unmoved, saying it was a “distant, impersonal record.”

The San Antonio Express-News said it needed time to digest: “Though darker and less hook-y than any R.E.M. record to date, ‘Up’ will reward listeners whose attention span is longer than the average Top 40 single.” Stereogum at the albums 20th anniversary said it was “one of the more flawed and fascinating documents of R.E.M.’s music.”

“I expected people to be shocked and surprised,” said Mills. “But, the truth is, our fans know to expect left turns from us. They know we tried not to repeat ourselves. We didn’t want to make the same record twice. This just happened to be a very radical departure.”

A deluxe 2-CD or Blu-Ray edition of “Up” out Friday also includes the band’s previously unreleased set from a guest appearance on the TV series “Party of Five,” which includes “Man on the Moon,” “Losing My Religion,” and “It’s the End of the World as We Know It (and I Feel Fine).”

“Up” relied primarily on drum machines, loops and synthesizers, creating dreamlike moments akin to the band Radiohead, also experimenting with sounds and distortions at the time. Mills said R.E.M. were already heading in that direction.

“Peter had already bought a bunch of keyboards, vintage keyboards and old drum machines, and we were going to make something like this record anyway. But the degree to which we made that change was certainly enhanced by the circumstances,” he said.

"We were just kind of fumbling and finding our way and we basically erased all the rules. We said whatever methods and rules we had used to this point, they’re all out the window. We were trying to make it as liberating as possible."

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Mark Kennedy is at http://twitter.com/KennedyTwits