...And Then There Were Three... is the ninth studio album by the British band Genesis and was released in 1978. It is the band's first album as a trio.


 [hide*1 Background and recording

Background and recording[edit]Edit

The title ...And Then There Were Three... comes from a verse of the children's rhyme "Ten Little Indians" ("Four little Injuns up on a spree, One got fuddled and then there were three"); is a reference to the recent departure of Steve Hackett, reducing Genesis to a trio (which would result in their longest unchanged line-up, which lasted until 1996). The song "Scenes from a Night's Dream" is based on the adventures of comic strip character Little Nemo, and is the first Genesis song with lyrics written entirely by Phil Collins. "Say It's Alright Joe" is a torch song about a drunk who goes into a drunken stupor.

The album reached No.3 in the UK Albums Chart, and remained in the charts for 32 weeks[1] having been bolstered by the UK Top 10 success of "Follow You Follow Me", which also became Genesis' first hit US single. ...And Then There Were Three... reached No.14 on the US chart, becoming their first Gold (eventually Platinum) album there (see RIAA certification).

While many of the songs were still progressive in terms of instrumentation and lyrics, the arrangements went from the more classical, movement-style composition of previous albums to the more standard verse/chorus/bridge format of popular songwriting. This was the final Genesis album to use a Mellotron, which is used on just one track, "Many Too Many".

A digitally remastered version was released on CD in 1994 on Virgin in Europe and Atlantic in the US and Canada. The booklet on the remaster features the lyrics although, the gatefold picture is missing. A SACD / DVD double disc set (including new 5.1 and Stereo mixes) was released on 2 April 2007. It was released as a CD / DVD double disc set in the US and Canada.

Working titles[edit]Edit

Before ...And Then There Were Three... was released, many of the songs had working titles. Below is a list of the original song working titles and finalised song titles (in parentheses):

  • The Man with the Big Cigar ("Down and Out")
  • Ballad of Big Jim ("Ballad of Big")
  • Go West Young Man ("Deep in the Motherlode")

Album cover[edit]Edit

The LP sleeve cover was designed by Hipgnosis, the design studio founded by Storm Thorgerson (best known for his work with Led ZeppelinPink Floyd and Black Sabbath). In an interview, Thorgerson called the design a "failure", and described the concept being conveyed:

We were trying to tell a story by the traces left by the light trails. It was a torch, a car, and a man with a cigarette. The band was losing members and there were only three of them left. The lyrics of the songs were about comings and goings and we tried to describe this in photographic terms by using time-lapse. So there's a car going off to one side and then the guy gets out of the car, walks over to the front of it, and lights a cigarette. But as he walks he uses a torch and the car he was in leaves. There's a trail left by the car, a trail left by him as he's walking and then he lights a cigarette, which on the cover is where there's a flash of his face.[2]


Professional ratings
Review scores
Source Rating
Allmusic [3]
Q [4]
Robert Christgau D+[5]
Rolling Stone negative[6]
The Rolling Stone Album Guide [7]

Track listing[edit]Edit

Side one
No. Title Writer(s) Length
1. "Down and Out"   Tony BanksPhil CollinsMike Rutherford 5:26
2. "Undertow"   Banks 4:46
3. "Ballad of Big"   Banks, Collins, Rutherford 4:50
4. "Snowbound"   Rutherford 4:31
5. "Burning Rope"   Banks 7:10
Side two
No. Title Writer(s) Length
1. "Deep in the Motherlode"   Rutherford 5:15
2. "Many Too Many"   Banks 3:31
3. "Scenes from a Night's Dream"   Banks, Collins 3:30
4. "Say It's Alright Joe"   Rutherford 4:21
5. "The Lady Lies"   Banks 6:08
6. "Follow You Follow Me"   Banks, Collins, Rutherford 4:02
B-sides to the "Many Too Many" single
No. Title Writer(s) Length
1. "The Day the Light Went Out"   Banks 3:14
2. "Vancouver"   Collins, Rutherford 3:03

2007 SACD/CD/DVD release[edit]Edit

A new version of ...And Then There Were Three... was released in the UK and Japan on 2 April 2007. It was released in the US and Canada as part of the Genesis 1976-1982 box set on 15 May 2007. This includes the entire album in remixed stereo, the entire album in surround sound, and related video tracks. The only exception is the track "Say It's Alright Joe", which was not remixed because the band was unable to locate the multitrack recordings.[8]

  • Disc 1, in the European and Japanese releases, is a hybrid SACD/CD. The stereo layer includes the remixed tracks, and the SACD layer is a multichannel surround sound remix.[9]
  • Disc 1, in the Canadian and US releases, is a standard CD, containing the stereo remixes. No SACD layer is included.[10]
  • Disc 2, in all releases, is a DVD-Video disk containing both audio and video tracks. This DVD includes three audio mixes of the album: DTS 5.1-channel surround soundDolby Digital 5.1-channel surround sound, and Dolby Digital stereo.[11] The DTS surround sound is a slightly compressed version of the surround sound on the SACD,[10] and the Dolby surround sound is of slightly inferior quality to the DTS.
  • Disc 2 also includes the following video tracks:
  1. Band interview about this album (2006).
  2. Promotional videos: "Many Too Many" and "Follow You Follow Me".
  3. "Three Dates with Genesis" (1978 BBC documentary).
  4. Japanese tour program, from 1978 tour (15 page gallery).
  5. Knebworth program, from 1978 festival (4 page gallery).
  6. German festival program, from 1978 festival (10 page gallery).


  • Tony Banks – piano (Yamaha CP-70 electric), organ (Hammond T-102), Mellotron, synthesizers (ARP 2600, ARP Pro Soloist, Polymoog, Roland RS-202)
  • Phil Collins – lead and backing vocals, drums, percussion
  • Mike Rutherford – guitars, fretted & fretless bass guitars, bass pedals
  • Produced By Genesis & David Hentschel
  • Engineered & Mixed By David Hentschel & Steve Short


Genesis toured in support of ...And Then There Were Three.. between March and December 1978. This tour marked the debut of Daryl Stuermer as their touring guitarist, and bass guitarist on the newer material (marked with an asterisk* below).

The tour became known as the "Mirrors tour" because of the large mirrors set over the stage to reflect the lights and lasers. It also marked the band's live debut in Japan.[12]


  1. Eleventh Earl of Mar
  2. In the Cage
  3. Burning Rope*
  4. Dancing with the Moonlit Knight/The Musical Box (closing section) (Performed for one show only, Chicago's Uptown Theatre on 13 October 1978. This show was taped and broadcast locally to promote the band, and has been released in bootleg in many different forms.)
  5. Ripples
  6. Ballad of Big* (only played on the European leg and the Northeast US leg of the tour)
  7. The Fountain of Salmacis (played sporadically in Europe, a live version performed at Knebworth 1978, often mistaken as the version that appears on the CD re-release of the live album Three Sides Live)
  8. Deep in the Motherlode*
  9. One For the Vine
  10. Squonk
  11. Say It's Alright Joe* (was not performed at Knebworth in 1978)
  12. Down and Out* (performed early on in the tour before being dropped because of Collins' voice)
  13. The Lady Lies*
  14. The Cinema Show
  15. ...In That Quiet Earth'
  16. Afterglow
  17. Follow You Follow Me*
  18. Dance on a Volcano
  19. Drum Duet
  20. Los Endos


  1. I Know What I Like (In Your Wardrobe) (Original Genesis vocalist Peter Gabriel made a surprise guest appearance with the band at New York's Madison Square Garden on 29 July 1978. He shared the vocal duty with Phil Collins on this one song only. An audience recording of this performance appears several bootleg releases.)
  2. Apocalypse in 9/8 + As Sure As Eggs is Eggs (Aching Man's Feet) (Only one known performance of this second encore is documented in a bootleg captured on 14 June 1978 at Westfallenhalle, Dortmund, Germany. These two tracks are part of "Supper's Ready.")
  3. The Lamb Lies Down on Broadway (was played once on the European leg)


  • Tony Banks – keyboards, vocals, 12-string guitar
  • Phil Collins – lead vocals, drums, percussion
  • Mike Rutherford – electric 6 and 12-string guitars, bass guitar, bass pedals, vocals


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