Why Not Smile
May 21, 2007
“You’ve been sad for a while / why not smile?” is not an easy lyric to pull off without seeming sappy, cloying, reductive, or flat-out insulting. The only reason it works in “Why Not Smile” is because R.E.M. are fully aware of that, and so those words hit the listener with exactly the right note of fatigued optimism. Unlike “Everybody Hurts,” this isn’t a song for the depressed person — it’s for the people who struggle to support friends, family, and lovers who can’t break free from their despondency. Michael Stipe sounds sober and worn out, but above all, empathetic and patient as he admits his frustration while maintaining that he would do anything to help the person he’s addressing. The music builds as the song progresses, but it’s not at all melodramatic. Every new element in the arrangement is gentle and warm as it wraps around its melodic center, making the tune feel like the musical equivalent of an intimate, heartfelt hug.
Pop Songs 07-08 
May 21, 2007 at 4:46 pm
> Every new element in the arrangement is gentle and warm as it wraps around its melodic center
This may well be my favorite REM song to listen to on headphones. New sonic elements are added sequentially, but none of them sound superfluous…a heartfelt aural hug, indeed.
May 21, 2007 at 5:16 pm
This is one of the highlights of Up (not to mention the entire post-Berry period). What a beautiful song, it is very like a warm balnket on a cold day. I love the arrangement with the building sound on Up, but the spare demo on the In-Time b-sides disc shows very well how the song could have been had it been done earlier in the bands career. Such a positive and uplifting song without being sappy. I love it!
May 21, 2007 at 5:27 pm
I heard the version of the In Time bonus disc first — it was on an Oxford American sampler before Up came out, and I was hungry for new R.E.M. music — and I think that version kinda soured me on this song for a long time. It’s not nearly as good. The album version really offsets the lyrics in a nice way, and the acoustic guitar gets in the way, it’s too much of a signifier of cheap sincerity.
May 21, 2007 at 6:32 pm
And of course Michael’s beautifully appalling debut as a guitar soloist!
May 21, 2007 at 6:42 pm
Wait, wait — is that true? Are you sure you aren’t thinking of “I’m Not Over You”?
May 21, 2007 at 7:03 pm
no he played a guitar through a matchbook amplifier….the big fuzz distorted loud buzz at the end of the song…:)
May 21, 2007 at 7:12 pm
Ah, I see. I like that part!
May 21, 2007 at 7:16 pm
I think Up is to date the best of the worst post berry albums. And Why Not Smile a somewhat soothing beautiful song with a cinematic potential. Up is somehow a cinematic album in the whole: Good to hear on headphones.
May 21, 2007 at 7:19 pm
One of my favorites. I like the line “I feel like a cartoon brickwall…”
This song is great to listen to when I walk home in the evening after work from downtown Seattle (Falls to Climb is good, too). The musical elements build on each other from dark and sparse to light and full. Beautiful.
I am going to listen to it now even though I am still at work!
May 21, 2007 at 7:25 pm
I think they pull it off from the sincerity in Michael’s voice. You can sort of hear the desperation as he begs for this person to feel better, but at the same time offers them the comfort and understanding of someone who really cares.
I think you nailed it with “a big heartfelt hug”
A beautiful song.
May 21, 2007 at 8:10 pm
>Unlike “Everybody Hurts,” this isn’t a song for the depressed person — it’s for the people who struggle to support friends, family, and lovers who can’t break free from their despondency.
Never realized how well these songs might work in tandem, but damned if I don’t agree with you now.
An absolutely fantastic song…even without the “post-Berry” qualifier it’s so easy to attach to it. This is gorgeous, moving stuff.
So far you’ve just happened to cover songs from Up that I actually like…it’s tricking me into thinking it’s a better album than it actually is. 🙂
May 21, 2007 at 8:40 pm
morewordsaboutmusic,
It’s not a trick, go back and listen to it – you’ll be surprised.
May 21, 2007 at 8:43 pm
Yeah, I quite like Up, there’s only a couple tracks on it that I don’t enjoy, and those aren’t really bad songs or anything. I definitely think it’d be better if it were a bit shorter, but it’s certainly the last great R.E.M. album as of now.
May 21, 2007 at 11:27 pm
Unfortunately they play this song at the Supermarket, and it’s ruined for me…
Daniel
May 21, 2007 at 11:28 pm
I can’t help but hear it as a gentle fare-thee-well to Bill Berry.
May 22, 2007 at 3:15 am
Up is magnificent. For many years I didn’t connect with it, but it’s now one of my favourite albums. It’s full of gems like this which show just how R.E.M. is able to turn something quite banal into something genuinely moving.
I think everyone who disregards the “post-Berry” era should listen long and hard to Up. And I hope they discover that while it is different, it’s still genius.
May 22, 2007 at 4:46 am
i will forever think of rem as a four, but i might give the bill-less UP a go. REVEAL flattered to deceive.
May 22, 2007 at 8:05 am
>I think everyone who disregards the “post-Berry” era should listen long and hard to Up.
Oh I don’t disregard the post-Berry era at all. It’s just that Up hasn’t managed to grow much on me over the years…I pretty much still only get into the same songs I liked when it first came out…which is rare.
I do love Reveal though. (I know, I know…let the stoning begin…but at least I’m brave enough to admit it… 🙂 )
May 22, 2007 at 11:47 am
This song is put to excellent use over the end credits of Michael Cuesta’s film “12 and Holding” — it’s sort of an offbeat indie coming-of-age drama, and Stipe’s lyrics and the lush, sad arrangement hit like a ton of bricks on top of the movie’s already draining ending.
May 22, 2007 at 1:04 pm
Why Not Smile is a great song for the album Up. My only problem is I feel the Oxford American Version would have fit much better on the album then the one the band went with. I feel this because the oxford version flows with I’m Not Over You; two gems from the album. The oxford version also flows with the acoustic guitar through out the album. “The concrete broke your fall…” what great lyrics. This song to me is not just about support from people, but support from life in general. Life is full of much pain, sorrow, loss, etc… and you have to look at what is good and not focus on all the pain. Yes life has much pain, but life also has it’s moments. By moments I mean seconds of joy, etc…your girlfriend/boyfriend/wife/husband/ smiles at you and it makes you happy…when all is bad their is that second(s) of joy. Why not smile?
May 22, 2007 at 1:23 pm
I would also like to add that the line, “The concrete broke your fall” makes me think of another rem song, Fall on Me. In fall on me Michael sings, “Feathers hit the ground before the weight can leave the air” he also talks about feathers iron, etc…I see the feathers and iron as problems in life–some are heavy and some are light, but they can leave the same emotions of pain, hurt, sorrow, etc…you have to take time and smile in life.
May 22, 2007 at 4:28 pm
wow Jim that was deep 🙂
May 24, 2007 at 7:32 am
Wow! I love what Matthew is doing here, but let’s call a spade a spade with this song. In my mind, it is the perfect example of the creative black hole that is the album “Up”. In my mind, both the music and lyrics are completely uninspired. How many lines are actually in this song? Four? Five? I hate to burst into the discussion as a troll, but I can’t have such intelligent comments on this song slip by without a dissenting opinion. On a scale of one to ten? Crap.
May 24, 2007 at 10:09 pm
Well, I’m taking it back in the other direction. Up is the best of the post-Berry albums–everything on it sounds half-finished, but at least they were trying some things–and “Why Not Smile” is far and away my favorite song on it. There is a place in the world for the “miniature” song, the kind with only four or five lines, and this is a great one. I’m old and jaded and cynical now, but it still chokes me up a little.
May 25, 2007 at 8:10 am
>How many lines are actually in this song? Four? Five?
I don’t think a song necessarily fails because it only has a few lines. If those lines are bold and strong enough, then they can still carry themselves. Think of The One I Love.
I agree that “The concrete broke your fall” is a standout line. (I’d probably include it in my list of R.E.M.’s best lyrical moments.)
On the question of the album: I was disappointed with Up when I first heard it, but now I love it. Conversely, I thought Reveal had quite a lot going for it at first, but now I believe it’s R.E.M.’s weakest.
To me, Reveal doesn’t go anywhere. Up, on the other hand, had to without Bill. I agree that musically it isn’t always great (Bill is obviously missing), but there’s a depth to it that often reminds me of New Adventures. It’s not the music, so I think it must be something about the sentiment. It’s the something that made Walk Unafraid one of the real highlights of the last tour.
May 25, 2007 at 5:50 pm
“Why Not Smile?” in Emoticonese, now try “King of Birds”
😦 >>> 😐 >>>
>>> 🙂 ?
May 25, 2007 at 10:09 pm
if you go on and write about what landmark, wonderful albums any of the IRS albums are many other listeners will agree. Ditto Automatic. Hi-Fi, Green, Out of Time and Monster all have their ardent fans, and in every career spanning review some critic is marking one or more of those four discs as being judged unfairly and that they are not just good discs, but great ones.
You will never hear such praise for any of the post Berry items. To do so is to be labeled a non objective, “love everything so your opinion is too obsessive” type of fan. Simply put, in order to be taken seriously, something must go. And the post Berry albums are all easy targets.
Because of this, and because it is not very “user friendly” UP will never receive the kind of praise that other REM albums receive. It will always be written off, by most, as being half-finished, half-written, too mid-tempo, too derivative. Etc. Etc. Etc.
Why Not Smile refutes this. It is Up, and not Hi Fi that deserves the title of last great REM record. And its critics are missing the point.
Why not Smile is in many ways a companion piece to Everybody Hurts. But whereas that song is from someone who operates on a more even keeled position, kind of like the friend that has their life together that is telling you to hold on. “Why Not Smile” is encouragement from someone who may be just as F’ed up as you are and in that way it makes it even more real.
Why Not Smile is from someone who is on the same sinking boat, soon to drown, as you are. But they
going to give you a hug or act goofy to make you laugh as it happens.
May 26, 2007 at 5:36 am
There’s something percolating in my brain about how all the best art has that air of being unfinished. A brilliant charcoal sketch can be so much more moving than a brilliant painting. The parts that are left out of the shape for the viewer’s mind to continue without even realizing what’s happening. The completion in the mind of the viewer. The arrestment into that moment of time when the artist chose to finish it made all the more obvious. And then there’s the part I can’t quite make sense of yet, but a feeling that the world is so flawed, how can art make sense of it unless it takes the existence of flaws and somehow makes them beautiful? Up is my favorite album by anyone, and once in a while this is my favorite song on it. I actually played it in an art class once, when were were assigned to bring in things that inspire us.
May 27, 2007 at 8:55 pm
there are many types of art. for instance, think about conceptual art, a type of art that was influenced by russian constructivism and pop art, that presented a new perspective on what a work of art could be – it suggested the fact that the idea, the concept behind the object itself can be the actual art. the object then becomes just a pretext to underline an idea and to get the viewer to have a feedback to what the artist’s message wants to be – in other words, the work of art creates a multitude of ideas going back and forth from person to object, that determines the person to think and process the work of art on a deeper level. in this way, art reaches a higher level, much like philosophy if you will. i believe there is a similar effect to “why not smile” (as jennifer has already pointed out) – by using disparate sounds, noises and bits of phrases, the result is a mixture of sensations that only point you in the direction that the song wishes to underline, and it’s up to your own ability to be critical and willing in order to discover the depth of it. i am reminded by something matthew said in his comment for “the wrong child”, that it’s a sort of musical expression of cubist style (i thought that was a brilliant analogy by the way!). i think this can be easily viewed as a musical expression of conceptual art (this and also “airportman”, another amazing track).
May 27, 2007 at 8:56 pm
p.s.: did i mention “why not smile?” is my favourite from this wonderful record? :D)
May 29, 2007 at 4:41 am
>Why Not Smile is from someone who is on the same
>sinking boat, soon to drown, as you are. But they
>going to give you a hug or act goofy to make you
>laugh as it happens.
Beautifully put Jim!
And I couldn’t agree more with 2d and Jennifer. You’ve explained something about my appreciation of the album that I didn’t even realise. 🙂
This discussion makes me think though – is Up’s biggest “problem” that it’s the least accessible of R.E.M.’s albums? Was it too much of a deviation, even after New Adventures, for people who wanted R.E.M. to keep singing Everybody Hurts and Nightswimming at every turn? (I’m not suggesting those are poor songs by any means, just that they’re a particular kind of song which is very far from the kind of songs on Up.)
And is that why they’ve tried to hard to become a pop band again with the not-so-great albums that followed?
May 29, 2007 at 5:00 am
That’s my instinct, Patrick. They’ve always gone back and forth between being artsy and poppish. And as much fun as the pop songs can be, it seems like the weirder they let themselves get the more I love them. But I really felt like after Up they just decided not to trust their instincts as artists. Which really disappoints me. But it’s because they have such a strong pull towards pop that I think if they ever let themselves go and made something twice as weird as Up, it would still be grounded in a kind of humanism and storytelling that a lot of more avante garde folks have lost. That being said, I still can’t bring myself to regret the existence of Shiny Happy People.
May 29, 2007 at 7:58 am
I agree absolutely, Jennifer.
I said somewhere else that I think ATS is a wonderful album and I stand by that. It has one or two questionable songs, but I can still quite contentedly listen to it on repeat (I actually tried this the other day to make sure). But despite what I think of as the high points of Final Straw, Make it All Okay and Wanted to be Wrong, it really lacks something. (Reveal even more so.)
I think Peter has suggested that R.E.M. have been too self-conscious with their last couple of attempts. Perhaps you inevitably take yourselves more seriously as the risk of failure increases?
On Up, they didn’t really know what they were doing without Bill. That uncertainty is what allowed them the freedom perhaps?
June 1, 2007 at 6:11 pm
I went back and listened to Up again. I would say that about half the album is good, but I have a tendency to like the songs that aren’t mentioned very often. Lotus is a great one. Hope is good, as well.
But there’s a lot missing on the album. Diminished has a spectacular chorus, but an awful verse. At My Most Beautiful is treacle. Why Not Smile is lacking…something. I can’t put my finger on it. I’ve read that Stipe had writer’s block during the recording and to me, Why Not Smile is him falling back on his worst instincts. Sad Professor is another example of that. A great chorus, but is he really singing about a washed up college professor? Yes. Yes, he is.
I can’t accept Why Not Smile as being a great song, either lyrically or musically, when it comes from the same man who can articulate feelings so well in songs like Final Straw or Be Mine. It seems half-baked, as if he didn’t commit to what he was doing. The whole Up album feels that way.
Please don’t hate me. I love you all.
June 5, 2007 at 7:51 am
We don’t hate you Mike. Anyone who thinks that Final Straw is a great song is ok with me.
Look, I agree with you that perhaps Why Not Smile is not completely committed to. But I think that’s part of it’s charm. It’s a cautious song – R.E.M. asking questions of themselves in a way. Can we really do this? And that lack of being completely formed allows the listener to snuggle into it.
Maybe that doesn’t really make sense. But I can best explain it by saying that if I were asked for a list, I probably wouldn’t rate Why Not Smile as one of R.E.M.’s finest. But when you isolate it, it’s a hell of a song.
June 9, 2007 at 2:42 am
I must say that in a way on a certain level…not sure what I am talking about perhaps ……I think that more than any other album in the repetoire the songs on this album fit together even though they seem to have really nothing to do with each other…And such an interesting palette to say the least !! It’s like they belong together or perhaps it’s just that in some quirky , convoluted way they just happened to be placed in the exact right order from the opening number to the finish..AND IT WORKS ! Against all odds it works.And it’s majestic freakin’ beautiful. In some remarkable way these songs work their magic exponentially when listened together in order as a whole rather than seperately..I don’t know like I said I’m not sure I know what I’m trying to articulate; very uplifting despite the dark hues of parts of it, and perfect for a rainy Sunday afternoon when passing thru a pensive psychological phase , trying to refocus on what is important in your life . This song would be borderline soporific pure fluff by itself but is nothing short of exquisitely sublime in the context of the whole record .(Even The Sad Professor is rescued from being rubbish by that truly the most tinglingest scintillating whisper of You’re In The Air floating so sad and liberating as a memory.) Now if you’ll excuse I need to fetch my medication.
July 3, 2007 at 12:59 am
noticed yesterday, that music box sounding thing/effect ..keyboard as origin I’m thinking ? (sounds like a xylophone actually) reminds me a lot of The Doors The Soft Parade right after the “You cannot petition the Lord with prayer” part when it goes into and thru the melancholy , “Can you give me sanctuary…”..so moving , so good , Da Bomb , check out the similiarity there , also reminds me of Bianca’s music box –her staring blankly at it ,in the throes –in the underground Stones movie, Cocksucker Blues, that not so subtle nod to hedonism extraordinaire.
August 17, 2007 at 10:21 am
I really liked this song, but I prefer the stripped down, less produced version on the Oxford American CD (I forgot what year) I bought it specifically because of the R.E.M. track, but it was full of great songs.
January 22, 2010 at 1:10 pm
I was very familiar with the ‘Oxford American’ version before the official release on ‘Up’. For me, the album version captures a band trying to find it’s way in the studio. Everyone knows that this was recorded after Bill Berry left the band. However, no one really mentions the fact that their long time producer, Scott Litt, was no longer on board. Here is what is left of a multi-platinum band with a huge record contract that is missing a few pieces, struggling to find its footing.
I absolutely love the Oxford American version, but the album version, is just subtraction by addition. The layering and building of these odd noises didn’t fit with me. So much extraneous crap piled on a beautiful song.
At times I wish that they would release the stems (raw tracks) for this album (and all of their post-Berry albums), like Trent Reznor has done for the last few NIN albums. I would strip these songs down to their basics.