This was the only R.E.M. song where the lyrics were written before the music, inspiring some healthy competition between Mike Mills and Peter Buck. Buck recalls in the liner notes for In Time
: "Being competitive bastards that we are, Mike and I started auditioning chord changes and tunes for Michael. The two tunes of mine that Michael rejected eventually became 'Drive
' and 'Try Not To Breathe
.' Mike had a piano instrumental that he played to Michael. He listened once, nodded his head to hear it again, and on the second pass he sang the lyrics. It was 'Nightswimming,' exactly like the record we would record a year later. I was standing in the corner dumbfounded."