"Admit two", the ticket said. And my jaw dropped. R.E.M., through my fanclub membership, had just invited me to the taping of their appearance on "Party of Five" - a little golden ticket that would have made Charlie scoff at Willy Wonka.

My friend Glen and I got to the Palace before our 3pm appointment with Messrs. Buck, Mills, and Stipe, and after a brief wait in the parking lot adjoining the club, we were ushered to the balcony overlooking a sea of cameras, hoards of harried grunts, and perfectly-coiffed cast members and extras.

I had hoped to be able to give Neve Campbell a piece of my mind (she never calls anymore - I mean really, the nerve!), but instead I got the rare pleasure of sitting through three hours of Hollywood antics - mostly listening to an over-caffinated assistant director yelling "OK, let's put this one on film - let's learn something this time!" Of course, the 6 takes of R.E.M. playing their forthcoming single "At my most beautiful" were quite enjoyable, but after about the third run-through, I started feeling like I was waiting for Godot.

And I wasn't alone. None of us in the fanclub peanut gallery really knew what to expect - I could feel a gestalt brewing amongst us, three hundred hearts beating as one - would they play more than that one song?

Caffeine Boy returned. "OK, that's a rap. We're going to strike our equipment, and then R.E.M. would like to come back and play a few songs for you".

Stipe: "This is not going to be a rock concert - we haven't seen what each other since Thanksgiving..."

Audience: "Awwwww..."

Stipe: "Oh don't worry, we still talk on the phone. We're basically looking at this as a practice session to work some things out, so if we screw up, we're going to stop and talk amongst ourselves."

I have a confession to make. As big an R.E.M. fan as I am, I had never seen them live before - I have this thing against arenas. Call me a hopeless romantic, but I dig intimacy. Here I was at the Palace, standing 5 people deep from Michael Stipe and team, with at most 300 other people who didn't even come close to filling the venue.

"The last time we played here at the Palace was like in 1983 or 1984 - can you guess who we played with? Anyone? Human League."

I kind of wondered if the return to a small club would cause Stipe to revert to his old habits from way back in the early 80s, like wearing mustard in his hair. (Yup, he's a weird dude, but that's part of his charm.) Alas, no mustard tonight, since he was still sporting the cue ball look.

For the most part, you couldn't tell that they were a little rough around the edges from not practicing for a few months. Well, except when Stipe periodically forgot the words - but thankfully, he had a set of cheat sheets set up on a music stand by his microphone. We're lost for sure if they try to do 'It's the end of the world as we know it'...

Stipe: "This one's a real nut buster."

And with that, they did launch into 'It's the end of the world", and Stipe bravely turned the music stand around so the lyrics faced the audience. He made it all the way through the torrent of pop culture imagery only to get tripped up on harmonizing the 'Time I had some time alone' bit at the end. But you know what? It didn't matter. The small venue and the band's relaxed attitude really broke down the artificial wall that so often separates audience from performer.

Stipe (taking a sip of his second cup of tea): "I'm really giving my bladder a workout."

Woman from the back: "I love you, Michael!"

Stipe: "Do you love my bladder?"

As silly as things got from time to time during the show, it was impossible to forget exactly how special the evening was. Here was, arguably, one of the most influential bands of the last 20 years throwing a free private party for their fans. A group of guys who could easily sell out arenas across the country - or the world - kicking back and saying 'thanks' by playing music. Aside from the TV appearance, they certainly weren't going to sell more albums (to fan club members?) - so the performance wasn't about money. I have to believe it was much more because they honestly really love what they do.

One image in particular sticks with me from the evening - at the end of 'Country Feedback' (from Out of Time), when Stipe finished singing, he sat down on the stage with his skinny back against the monitor listening dreamily to his bandmates laying down the last few beautiful, desolate bars which arced around the room like sad dragonflies. I couldn't look, listen, and breathe at the same time. So I just looked and listened.

And I pinched myself just once.

If you'd like, you can email me here: richard@hearingmusic.com.

Oh, and all content on these pages is copyright Richard Lewis.