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Track 11 of 12 on the album Automatic For The People.

In the liner notes of 'In Time: The Best of R.E.M.' (2003) guitarist Peter Buck says that this is the only R.E.M. song where the lyrics came before the music. Lead singer Michael Stipe told Buck & bassist/ keyboardist Mike Mills he had written a full set of lyrics & maybe they could find some suitable music. When the band returned to the studio, Mills played a piece on the piano which fit Stipe's lyrics perfectly.

The song is supposedly about swimming naked at night (or 'skinny dipping') but many have their own interpretations.

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