the Air" – 5:22The Down Side''' "Walk Unafraid" – 4:31 "Why Not Smile" – 4:03 "Daysleeper" – 3:40 "Diminished" – 6:01 Includes a hidden track entitled "I'm Not Over You" starting at 5:00, with Stipe soloing on acoustic guitar, after the song's conclusion. "Parakeet" – 4:09 "Falls to Climb" – 5:06 Notes Cohen was not directly involved in the writing of "Hope" but was given a writing credit by the band due to similarities in melody and lyrical pattern to his "Suzanne". Studio B-sides Two non-album tracks from the Up sessions appeared as single-only releases, as well as alternate versions of four album tracks. "Emphysema" – 4:21 "Surfing the Ganges" – 2:25 "Why Not Smile" (Oxford American version) "Sad Professor" (live in the studio) "Suspicion" (live in the studio) (Toast Studios, San Francisco, 1998 – "Lotus" single) "Suspicion" (live in the studio) (Ealing Studios, 29-10-1998 – "Suspicion" single) "Lotus" (Weird Mix) Personnel Peter Buck – guitar, bass guitar, keyboards, drums, percussion Mike Mills – bass guitar, keyboards, guitar, backing vocals Michael Stipe – lead vocals, guitar Additional personnel Nigel Godrich – engineering Barrett Martin – drums, percussion Pat McCarthy – production Scott McCaughey – keyboards, percussion Joey Waronker – drums, percussion Charts Weekly charts Year-end charts Certifications and sales References 1998 albums Albums produced by Michael Stipe Albums produced by Mike Mills Albums produced by Peter Buck R.E.M. albums Warner Records albums Albums produced by Pat McCarthy (record producer) Electronica albums by American artists