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According to the Down By The Water Songfacts, the song features R.E.M. guitarist Peter Buck, who contributes 12-string guitar, and singer-songwriter Gillian Welch, who provides vocal harmonies. Even before Buck’s contribution, the song was heavily influenced by R.E.M. Frontman Colin Meloy told Rolling Stone it, "started out as more of a paean to R.E.M. than I think any of us really wanted it to be. "The band played around with the song to make it sound a bit less like Reckoning before Buck joined the party. .

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