"At My Most Beautiful" is a song by R.E.M. and the third single from the album Up. With a heavy influence from the Beach Boys (mainly Pet Sounds era songs) and the Beatles, lyricist Michael Stipe wanted it to be the most romantic song he'd ever written.
According to an interview to the Canadian news site CANOE, this was the inspiration for the song:
“ It came from, I was driving up and down Santa Monica Boulevard when I was putting together the Patti Smith book I was working on (2XIntro: On The Road With Patti Smith). I was consistently late. It's one of my bad personality traits. I was stuck in traffic, this mid-day traffic, on Santa Monica Boulevard, but I had the tapes, and I was listening to them in the car, and I was trying to come up with stuff. I wrote the line, 'I found a way to make you smile', and I just thought, that's the most beautiful thing in the world. ”
(chorus)
I've found a way to make you
I've found a way
A way to make you smile
I read bad poetry
Into your machine
I save your messages
Just to hear your voice
You always listen carefully
To awkward rhymes
You always say your name,
Like I wouldn't know it's you,
At your most beautiful
(repeat chorus)
At my most beautiful
I count your eyelashes, secretly
With every one, whisper I love you
I let you sleep
I know you're closed eye watching me,
Listening
I thought I saw a smile
(repeat chorus)
