As the new doc REM by MTV is about to air—as well as be released in the six-DVD box set REMTV—we revisit their unexpected and underappreciated 1998 record.

For 17 years Bill Berry kept a steady, thrumming backbeat for Athens, Georgia’s REM, playing the low-key Charlie Watts for the college-rockers-turned-global-superstars. With his sly smile, signature caterpillar eyebrows and songwriting assists on tracks such as “Driver 8” and “Everybody Hurts,” Berry was the ultimate utility man, picking up the mandolin and bass or singing some backing vocals when needed.

But then, after suffering a near-fatal brain aneurysm during a 1995 tour, Berry called it quits in 1997 to become a gentleman farmer, leaving the group at a painful crossroads.

And thus was born R.E.M. 2.0. After eking into a less folky, more experimental mode with 1996’s New Adventures in Hi-Fi, the trio returned two years on with the unexpected, mind-bending Up.

Nearly 20 years later, it’s a diamond-in-the-rough of their catalog: a brave, beguiling example of what happens when you lose a leg and learn how to walk all over again. And, because we suspect you might have taken a pass on it, we urge you to give it another spin.

With help from a drum machine (as well as session maestro Joey Waronker and Screaming Trees’ percussionist Barrett Martin) Michael, Mike, and Peter rebooted and layered on the mellotron and other android noises for an album of mostly shiver-inducing ballads that meditate on the impersonal, steely solitude of computer age living.

The album opens with the ominous tone poem (and Brian Eno “Music For Airports” homage) “Airportman.” The slight song chugs along on a simple mechanical beat and impressionistic keyboards that nearly drown out Stipe’s portrait of the hermetic, alienating rhythms of modern travel. It sounds like the cold, clinical first salvo in what seems, at first, to be a to-the-studs remodeling of R.E.M.

But Up is a trickier thing: it’s a veteran band finding its footing by cloaking their signature sound inside an ethereal cloud of electronic burbles and beats, including everything from a crinkled M&M bag wrapper to a bag of instruments tossed on the floor. It wasn’t easy sledding, and, as the story goes, the process nearly tore them apart all over again.

The Beach Boys-like “At My Most Beautiful” is R.E.M. at their majestic pop best, with Stipe crooning sweet nothings over happy/sad piano, stirring strings, sleigh bells and pretty “doot-doot-doot” harmonies that should remind any fan of the power of the trio’s storytelling genius.

Along the way we learn that, like us, Stipe sometimes reads bad poetry into answering machines, and, well, dreams of alligators. We know this because Up also represents the first time Stipe ever included a lyric sheet in an R.E.M. album. It’s still a word tangle, but seeing those poetic brambles on the page was a revelation for a generation of dorm-room detectives.

Though the guys sometimes sound like they’re wandering in a synthesizer forest, or like they’re searching for something that’s not there anymore (“You’re in the Air”), Up is not a bum trip. Yes, it’s mellow and dark in places, but there’s an underlying sense of hope and renewal bubbling under tracks like the noisy, glammy single “Lotus” and the strident radio track “Walk Unafraid.”

“How can I be/ What I want to be?/ When all I want to do is strip away/ These stilled constraints,” Stipe sings on the latter, in what serves as a thesis for the musical system flush. The nagging sense of running to stand still continues on the zombie-like, “Daysleeper,” the first single and, not for nothing, something of a head fake thanks to a throwback mandolin riff reminiscent of “Losing My Religion.” It’s called easing you in, people.

There’s a dreamy, somnambulant feel to a lot of the tracks (“Suspicion”), but the band isn’t jogging in place, or away from their essential R.E.M.-ness. This isn’t a mid-career total tear-down on par with U2’s Pop or Achtung Baby.

Instead, it’s R.E.M. turning down the lights and taking a deep breath, looking around the studio asking, “What does this one do?” and letting us into their hearts like never before.

“Everyone walks the same/ Expecting me to step/ The narrow path they’ve laid/ They lay claim to walk unafraid/ I’ll be clumsy instead/ Hold my love me or leave me high.” (“Walk Unafraid”)