Nightswimming

This nostalgic song revisits an idyllic childhood memory of the band when they would go skinny dipping in Athens, Georgia. R.E.M. guitarist Peter Buck explained: "We used to sneak on this guy's property in Athens and go swimming in this water hole. It'd be great: 30 of us all running around naked. It was before AIDS, and whatever happened happened."

R.E.M. bassist Mike Mills wrote this song and played piano on the track. They recorded the song at Criteria Studios in Miami, which is where Derek And The Dominos recorded. The piano Mills played was the same one Bobby Whitlock and Jim Gordon used to play the famous ending on "Layla."

The lyrics were written before R.E.M. recorded their 1991 album, Out of Time. They couldn't find any good music for it until after the album was released.