MILAN, Italy -- Though their latest album is arguably their most difficult to

translate to the stage, Athens, Ga., superstars R.E.M. are finding a familiar way around

that obstacle on their current promotional tour.

"We tried not to make the songs rock in the studio. But live, it is a natural reaction in front

of an audience -- everything is louder, faster," guitarist Peter Buck explained, following a

recent show by the art-pop superstars currently on the European leg of their tour to

support the recently released Up.

"When it comes to playing live and trying to reproduce [the songs], you pick up the most

important things, the essential elements, and when you have a bass and drums and

guitar, it tends to rock out more," bassist/keyboardist Mike Mills said, speaking to a small

group of journalists while in Italy.

Halfway into the set, the trio of singer Michael Stipe, Buck and Mills -- accompanied by

Beck drummer Joey Waronker and multi-instrumentalists Scott McCaughey and Ken

Stringfellow -- rocked the audience with a noisy, electric version of "The Apologist" (RealAudio excerpt). The song showcased the changes that some of

Up's more spare tunes have undergone for the stage.

The three remaining members of R.E.M. announced in September they would not

embark on a large-scale tour in support of their first album since the departure of

founding drummer Bill Berry last year. The band released its newest album, Up,

just three weeks ago.

Instead, the group scheduled a five-week series of low-key promotional appearances to

be televised across the United States and Europe. The events were directed mostly at

fan-club members and music insiders lucky enough to get invitations through the band's

Athens, Ga., offices.

"We are, after all, a band, and we like to perform," Stipe said of the group's current promo

tour.

Dressed in black and backed by rectangular, colored panels that recall the art on the

cover of Up, the band played musical chairs during the show at the club

Propoganda, switching instruments throughout the set. Stipe, with sparkles glimmering

on his eyebrows and forehead, moved from standing in front of the mic and waving his

hands on slower songs to moving frenetically around the stage during faster tunes.

It may be the most memorable journey Alessandro Mallozzi has ever made.

"Will I ever have the chance to see another show like this?" Mallozzi asked rhetorically

after two hours of full-throttle pop from his favorite band.

As the organizer of R.E.M.'s Italian fan club, the 28-year-old Mallozzi had traveled more

than 100 miles from Parma to Milan to attend Wednesday's invitation-only performance

at the 1,000-capacity club.

At the Milan show, which was recorded by local broadcast television, R.E.M.

demonstrated their desire to maintain a rapport with their audience, even if it meant

disrupting the broadcast. Before kicking off the set with their 1991 hit "Losing My

Religion," from their multimillion-selling Out Of Time (1991), R.E.M. told the

audience to stand, even after everybody had been asked to sit down for needs of the

television-camera crew.

A few more songs into the set, Stipe asked the cameramen standing between the

audience and the stage to get out of the way, so that the fans could come closer.

"I miss the energy, the feeling of give-and-take with the audience: You know the

audience is right there with you and you can take it anywhere you want," Mills said the

following day. "Hopefully, we'll achieve some of that with the shows we're doing."

Mills said that the group's promotional stint has as much to do with getting back in touch

with the fans as it does with letting people hear the band's new music.

During their 18-song set, R.E.M. proved that despite the more-ambient, less-guitar-driven

sound of their last album, they can still rock like they used to.

In doing so, R.E.M. recalled some of their past hits, closing the first part of their

performance with the pop ballad "So. Central Rain (I'm Sorry)," from their second

full-length album, Reckoning (1982), and the radio-single "Man on the Moon,"

from Automatic for the People (1992), interposed with a rocking version of the new

"Walk Unafraid" (RealAudio excerpt).

But it was during the second part of the show that R.E.M. made the most dramatic return

to their earlier days, performing two songs from their first LP, Murmur: the

piano-ballad "Perfect Circle," which the bandmembers dedicated to Berry, and their first

single, 1981's "Radio Free Europe."

The band closed the show with a rare, dissonant cover of the synth-pop duo Suicide's

"Ghost Rider."

"I've never seen the band in such ... great shape, especially [Stipe]," said Mallozzi, who

had seen R.E.M. perform during 1989's Green tour and 1995's Monster

tour.