Breaking down R.E.M.’s “Try Not to Breathe”

R.E.M., pictured in 1992. From left: Michael Stipe, Peter Buck, Bill Berry and Mike Mills.
By Anton Corbijn

R.E.M. released Automatic For The People in 1992, on the heels of the massive Out of Time (you know, with “Losing My Religion” and all that). The album was filled with sadness and loss, but currents of hope and love gave it balance and perspective. It’s R.E.M.’s best album.

“Try Not to Breathe” for me is the de facto opening song – despite the album being so strong, there are two songs to skip: the opening “Drive” and the throwaway instrumental “New Orleans Instrumental No. 1” (I never understood why R.E.M. released so many instrumental songs – they are all skippable.)

But that’s fine. The remaining songs are so strong – other hits included “Everybody Hurts” and “Man on the Moon.” And while side 1 starts strong with “Try Not to Breathe” and “Sweetness Follows”, the beauty of the album truly kicks in on side 2, eventually closing with two of R.E.M.’s most gorgeous songs: “Nightswimming” and “Find the River.”

On this Song Exploder podcast episode, Michael Stipe and Mike Mills discuss how “Try Not to Breathe” was written and arranged, the song serving as a good overview and template of how other songs are constructed – starting with a guitar chord progression or melody, often a dash of a piano or organ complement, a spritz of backing vocals from Mike Mills and a sprinkle of subtle guitar feedback or distortion to dirty it up.

I enjoyed hearing Mike Mills discuss drummer Bill Berry’s understated but appropriate performance, and how Berry could play “orchestral.” There’s also an anecdote about guitarist Peter Buck wanting the vocal to remain part of a instrumental middle section. Peter Buck has always been unique among guitar players, looking to serve the song more than highlight his own playing.

Episode 125: R.E.M.

About Song Exploder:

Song Exploder is a podcast where musicians take apart their songs, and piece by piece, tell the story of how they were made. Each episode is produced and edited by host and creator Hrishikesh Hirway in Los Angeles. Using the isolated, individual tracks from a recording, Hrishikesh asks artists to delve into the specific decisions that went into creating their work.

Jeff Englund Written by: