And Then There Were Three: Genesis (1978)

The title refers to the group as now a trio, after the departure of guitarist Steve Hackett. This happened to be their highest charting album on the American charts, and serves as the dividing line between their progressive-rock origins and the more commercial pop-rock incarnation.


And Then There Were Three is a quirky album, it featured a breakthrough single “Follow You Follow Me” a number 23 charting song, with denser, less commercial material. I found it to be one of the last prog-rock classics of the era, along with Supertramp’s Even in the Quietest Moments. And Then There Were Three is less prog than their previous albums, shorter in length and less time-shifting, but many delicious instrumental passages. It’s an album that wants to be challenging and adventurous, but also capture a broader range of listeners.

This was also the album where it dawned on me that Genesis was not a guitar band. They never were, unless you count the folkish acoustic guitar numbers from their earlier days. Hackett did turn in some amazing guitar solos, particularly on Selling England By the Pound, but he had to bring those ideas to the dance, and he finally grew tired of having his material turned aside. This was a keyboard dominated band and it always would be. Mike Rutherford took over on guitar (and continued on bass) and learned to use the guitar for rhythm and the occasional tonality, for fills and texture.

Genesis was working with producer David Hentschel who knew how to shape their songs and deserves credit for giving them a more commercial sound.

Most of the songs on the album were written individually, meaning they were brought to the sessions essentially done.  Three songs were collaborations among the three, built during the recording sessions.  While the songs were generally shorter than some of their earlier expansive pieces, four songs clock in at over five minutes.  Gone, at least for now, were the long instrumental suites that usually grew from group jams.  Phil Collins would be a larger songwriting contributor beginning with the next album, but he was adjusting to being the group’s lead vocalist.

Personally, I believe side two is the strong of the album sides.  When the album was released, I more often just played side two, I found it like a thrilling roller-coaster ride as the songs shifted tempo and presented some tremendous instrumental passages.

Side one starts with “Down and Out,” a group composition, which sound like it could have fit nicely on A Trick of the Tale. This is a deliciously layered and thundering mass of keyboards.

The entire album is a balance effort between Rutherford and Banks, “Undertow” being a a Banks-penned song.  A mid tempo song but still powerful in deep organ and mellotron layers of sound.  It is an exquisite song with a melancholy vibe. It’s a love song but a sad one.

“Ballad of Big” is a group composition, a story song, rousing with big keyboard bursts. It has a nice chord pattern, but the vocals are mixed so low in the soundscape that you really focus on the music.  Banks again takes the lead in the composition.

“Snowbound” Rutherford shines on this composition, played on his 12-string, which he is quite good, lilting, but he’s overpowered by Banks at times.

“Burning Rope” The lyrics tell a story of some sort but they aren’t very memorable.  This is the longest song on the album at over seven minutes and has some very nice instrumental passages Rutherford is more evident in the mix, and Banks even allowed him a decent solo for a change.

Side two is where the gold is found.  As good as side one is, the flip side is even better.

“Deep in the Motherlode”  My favorite song on the album, it is thunderous and it rocks.  Written by Rutherford, it has a steady beat and then accelerates to a crescendo.  Rutherford skillfully uses some guitar fills in the quiet moments to give the song a dreamy texture.  This song points out how good Genesis is at song construction and effectively forging very different song pieces together.


“Many Too Many” Banks writes a softer, moody song that shows off the gentler vocal style of Collins.   The song has punch but dials down the thunder a notch.

“Scenes from a Night’s Dream” Collins and Banks team up on a song about nightmares or dreaming.  It has a bit of a syncopated beat.

“Say It’s Alright Joe” Rutherford wrote this about surviving a night of drinking, it will be alright.  It alternates between a quiet piano and strumming guitar, and a ramped-up blast at the choruses.  Underneath the Banks keyboards, Rutherford carves out some nice playing.

“The Lady Lies” Banks writes the second best song on the album.  Collins provides some frantic drumming to go with Rutherford’s soaring bass.  Banks provides the melody and power chords.  This song moves, it has an awesome beat, and the arrangement is more focused than some of the other songs that pack layer on layer and almost smoother the life out of them.  I could listen to this song every day.  The long instrumental fade-out is magnificent.

“Follow You Follow Me” was written by the group.  The story goes that it sounds so unlike Genesis that producer Henschtel didn’t think much of it and wasn’t even seriously considered for the album.  After it was played for the record company, not only was it included on the album, it was enthusiastically released as a single.  In the documentary made about Genesis, Rutherford spoke of how this song doubled their audience, suddenly, women took notice of the band.

This album was the group settling into their respective roles.  Collins was doing well as a vocalist even with some of the obtuse lyrics the group was still writing.  This was Banks’ band at this point, he dominates musically, in composition and arrangements.  Hackett clearly said that he wasn’t happy trying to get his music heard or in getting permission for coloring the songs with his guitar style.   My complaint with Genesis during this period was the overuse of keyboards and using guitar synthesizers, the sound was too artificial at times and failed to continue what Hackett brought to the band’s sound.

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