Georgia recording demos for what would become Up, The Minus 5 played its first two shows without Buck: at Chicago's Lounge Ax on August 16, 1997, the band consisted of McCaughey, Stringfellow, Jason Finn and Dharma Bums' Jim Talstra. The raucous gig was by far the band's longest to date: an 11-song McCaughey solo set followed by a 22-song Minus 5 powerhouse that included unreleased songs, several nuggets from My Chartreuse Opinion and covers of John Lennon and The Modern Lovers. The following week, McCaughey played a gig with John Wesley Harding at the Croc in Seattle which included a handful of Minus 5 tunes and as-yet-unreleased Young Fresh Fellows songs. In October 1997, Bill Berry announced he was leaving R.E.M. Having completed more than eight months of writing and recording demos for Up, R.E.M. made the decision to continue as a three-piece. As the recording process continued in 1998, McCaughey became an important contributor in the studio, usually on keyboards. Ken Stringfellow and Barrett Martin were also recruited for some of these sessions. McCaughey was also roped into Tuatara in 1998, contributing three tracks to sophomore album Trading With The Enemy. Near the end of 1997, The Minus 5 played the two-night Crocodile Cafe's An Evenings In Edenbrook Forest event, with a lineup that included McCaughey, Buck, Martin and John Ramberg. A special double CD compilation was given away at the shows which included The Minus 5's cover of The Modern Lovers' "Government Center" and rare or unreleased cuts from Young Fresh Fellows, The Lowe Beats (McCaughey's Nick Lowe cover band), The Model Rockets, Fastbacks and others. The CD was the inaugural release of Book Records, a new label McCaughey started for extremely limited or tour-only releases. In 1999, the group accepted an invitation to participate in a tribute album to Moby Grape co-founder Skip Spence, who was terminally ill with cancer, for the purpose of raising funds to assist with medical expenses. Since McCaughey had made The Minus 5 his primary musical outlet, new material from The Young Fresh Fellows had slowed to a trickle. In 1994 and 1995 the group had released three singles and an EP. Nonetheless, McCaughey often recorded new songs with the Fellows and by summer 1999, had enough to release as an album. A Tribute To Music was released on Spanish indie label Rock and Roll Inc. and never released in the U.S.