In the early ’90s, Meg Ryan wasn’t just preventing Tom Hanks from being Sleepless in Seattle. The movie star also was helping R.E.M. avoid getting a “Parental Advisory” sticker stamped on their new album.

At the same time that Ryan was filming the aforementioned romantic comedy in the spring/summer of 1992, R.E.M. were finishing work on the band’s eighth studio album, Automatic for the People, at Bad Animals in Seattle. One of the last tracks to receive a final vocal from Michael Stipe was a lusty, airy love ballad they were planning to call “F--k Me Kitten” – after a line that Stipe repeats towards the end of the song.

“Meg Ryan came by and she just loved the song,” guitarist Peter Buck told Melody Maker in 1992. “But she said, ‘You know, when I grew up if the word 'F--k' was in the title and it was on the cover, I couldn’t buy it in my town.’ And we thought, ‘That makes sense.’ You want to reach people. You don’t want someone to arbitrarily say, ‘You can’t hear this.’”

So, in a goofy stab at self-censorship, R.E.M. opted to change the obscenity in the title to “Star,” a reference to the asterisks that would stand in for offensive language. It also appeared to be a nod to the Rolling Stones, who had once humorously altered the title of “Starf--ker” to “Star Star.” But, just like the Stones before them, R.E.M. retained the blue language in the recording, simply changing the title to “Star Me Kitten.”

When the song was originally conceived, it carried the less risqué (and less interesting) working title of “Hey Love,” perhaps a gesture to one of the recording’s inspirations, 10cc’s “I’m Not in Love.” Bassist-keyboardist Mike Mills wanted to achieve an effect similar to the English group’s ethereal, layered backing vocals on the ’70s hit. He told Scott Litt about his thoughts, and the producer came up with the idea of recording Mills as he sang different notes, then playing them back on a mixing board, with each fader controlling a separate note. The musician could then create a weird choral backing by positioning the faders.

“I just played my voice and brought in the notes that needed to be there, very haphazard and random,” Mills said in It Crawled From the South. “I could never play it the same way twice.”

Hear R.E.M.'s 'Star Me Kitten'

For the track, recorded at Bearsville Sound Studios in Woodstock, New York, Mills also laid down a wafting Hammond organ part, the sound of which caused Buck to add tremolo guitar that made him think of David Lynch’s Twin Peaks. The guitarist thought that the Lynchian influence carried over to Stipe’s vocals. Buck called “Star Me Kitten” a “Frank Booth-type love song,” because it reminded him of Dennis Hopper’s character in Blue Velvet.

The frontman hadn’t copped to a filmic influence on for the lyrics, which he gargles in a voice that barely rises above a whisper. Stipe said that at least one of the lines was inspired by the time R.E.M. spent making Automatic in Miami (in between their days in Woodstock and Seattle).

“I remember we worked in Miami a lot on that record,” Stipe told Absolute Radio in 2011. “I can still drive down – there’s a boulevard in Miami, off of Miami Beach, that has advertisements for keys and how much it costs, and you get three for the price of one. And that, of course, became a lyric…”

It actually became the first line in “Star Me Kitten,” as Stipe initially blocks his lover’s access (he’s got three keys “and you can’t have one”). As the song stumbles along, the singer explores their relationship, questioning what happened and remembering how it once was – “You, me, we used to be on fire” – before revealing a carnal desire.

“It’s a very twisted love song,” Mills said. “And Michael’s just saying, ‘Yeah, relationships are tough and ours may not be the best, but go ahead. What are you waiting for? F--k me!’”

Hear Alternate Version of R.E.M.'s 'Star Me Kitten' Featuring William S. Burroughs

“Star Me Kitten” was one of the last Automatic tunes to be completed in Seattle, where Ryan gave her sage advice and Stipe recorded his hushed singing. But those wouldn’t be the only vocals applied to this song. It would get even more twisted when R.E.M. collaborated with beat poet William S. Burroughs, who mostly talked (rather than sang) Stipe’s lines on an alternate version. This take on “Star Me Kitten” was released on 1996’s Songs in the Key of X: Music From and Inspired by the X-Files and has subsequently appeared on R.E.M. rarities compilations.

Despite being a difficult song to replicate, the band performed “Star Me Kitten” almost 30 times on their 1995 world tour in support of Monster, with drummer Bill Berry switching to bass so that Mills could “play” the recordings of his backing vocals. The band never returned to playing the song on subsequent treks. Maybe they would have altered their plans if they knew Meg was coming.

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