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Alex Chilton (Photo: Omnivore Recordings)

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When is an album not an album? In 1978, the American independent label PVC Records released a Big Star LP called 3rd, which came out from the U.K.’s Aura as The Third Album, with a different track list, later that same year. Recorded in 1974, the songs on what is now known primarily as Third had been essentially abandoned by singer/songwriter/guitarist Alex Chilton and drummer Jody Stephens, even though in 1975 their studio/label home Ardent had test-pressed yet another version of the record, titled either Sister Lovers or Beale Street Green depending on who’s telling the story. In the decades that followed, various labels licensed the material from those 1974 Ardent sessions and released it under various titles, in different configurations, on CD, cassette, and vinyl.


None of these versions, really, should be considered Big Star’s third album. Here’s the inconvenient truth of it: The band was responsible for two brilliant records, 1972’s #1 Record and 1974’s Radio City. Then they broke up, losing band co-founder Chris Bell and bassist Andy Hummel. The middling 2005 reunion LP In Space is the actual third Big Star album. Whatever Third is, it’s not anything that Chilton ever completed or approved.

So what are we supposed to do with “Kanga Roo,” “Holocaust,” “Big Black Car,” “Take Care,” “Thank You Friends,” “Jesus Christ,” “Night Time,” “Kizza Me,” “For You,” “O Dana,” and “Stroke It Noel?” These are some of the best songs that Chilton ever wrote or recorded. They’ve been frequently covered, and they often make the list of the greatest albums of in rock history, assembled under the “Third” name. Just last month, Omnivore Recordings released the triple-CD box set Complete Third, with the kind of extensive liner notes and multiple takes usually found on a Bob Dylan archival project. That’s a lot of respect for a record that’s never officially existed.

Honestly though, it’s possible that Third works best as an amorphous, incomplete idea. Just consider some of the covers that Chilton, Stephens, and their makeshift band attempted during the sessions. They did “Femme Fatale” and “After Hours,” two songs by music industry underdogs The Velvet Underground—a band that itself had left behind a legacy of unreleased and half-finished work. They ran through songs by The Kinks (“Till The End Of The Day”) and The Beach Boys (“Don’t Worry Baby”), two more acts with a history of complicated and cobbled-together projects. At one point Chilton and his then-girlfriend Lesa Alderidge took a stab at “I’m So Tired,” a song John Lennon had originally recorded for The Beatles (a.k.a the “White Album”). Chilton joined photographer William Eggleston for a try at “Nature Boy,” a weird pop classic written in 1947 by California proto-hippie Eden Ahbez. Clearly Chilton was feeling inspired by artists who struggled to contain everything they had to express.

That long reach into the ethereal is evident in a song like “Kizza Me,” which could almost be a surging hard-rock anthem were it not for the dissonant piano and unsteady rhythms—with the drums sometimes pounding and sometimes rolling. The drums also go nuts in the otherwise hooky “You Can’t Have Me,” which adds blurting saxophone and what sounds like a low, wobbly synthesizer. Either Chilton was sabotaging some potential hits, or he was after something that he knew he couldn’t get with a conventional approach to arranging and recording rock ’n’ roll.


Due to the heavy amounts of alcohol and pills that were being consumed by all concerned in the fall of ’74, the accounts of the Ardent sessions differ. In the broadest sense, this appears to be what happened: After Big Star finished another disappointing tour, Chilton returned to Memphis and put together acoustic demos of some offbeat new songs, then recruited respected local musician/producer Jim Dickinson to help bring them to fruition at Ardent. Stephens came along for the ride, as the only other remaining original member of the band, and contributed one song (the gorgeous “For You”) plus some string arrangements; because Chilton didn’t share what he was doing with his drummer, the percussion tracks were sometimes improvised. The sessions were long and contentious, with engineer John Fry often begrudgingly spending his days cleaning up whatever madness a stoned Chilton churned out in the middle of the night.


The project just sort of trailed off when no one could stand each other’s company any more, after which Dickinson and his Ardent cohorts shopped around their finished versions of the songs without Chilton’s input. Whenever he deigned to talk about the record at all, Chilton would often say that no released version of Third represents what he had in mind. Sometimes he’d even say that the sessions was never meant to be for a Big Star album. The original tapes were labeled as “Alex Chilton,” “Alex & Jody,” or “Sister Lovers”—the latter of which may have actually been a proposed new band name, referring to the fact that Stephens was dating Lesa Alderidge’s sibling, Holliday.

Everyone involved with the album (or whatever Third is) had plenty of opportunities while they were alive to go back and “fix” it, after the songs became cult favorites. But Chilton was left in a fragile psychological state by the whole Big Star experience, and even after he started playing his old band’s songs in concert again, he mostly avoided the emotionally fraught Third material, aside from more upbeat numbers like “Jesus Christ” and “Thank You Friends.” Dickinson did participate in a ’90s reissue of the album, but he didn’t presume to represent Chilton’s original intentions; besides, he always insisted that the beauty of the Third material is in how it documents dissolution and entropy.


The lyrics, for example, frequently sound made up on the spot, with references that seem only to make sense to the man singing them. What the heck does, “I’m forevermore fighting with Steven” mean in “O Dana?” What was Chilton thinking about when he sang, “Maybe I’ll sleep in a Holiday Inn” in “Big Black Car?” One song that we know for sure was directly affected by what was happening in the moment was “Stroke It Noel,” which was originally called “Lovely Day” until Chilton rewrote in the studio to pay tribute to one of the session’s string-players, Noel Gilbert.


Yet one of the great revelations of the Omnivore box set is how fully formed the album’s core songs were at their earliest stages of development. Perhaps the inherent alienness of the slow, ghostly “Kanga Roo,” “Holocaust,” and “Big Black Car” has become more familiar over time, due to various cover versions and homages by simpatico musicians. But listening to Chilton play them all by himself, with just acoustic guitar or piano, it’s clear that he knew what wanted those tracks to be. They sound exactly like they’re supposed to sound.

That’s useful to know, because one of Third’s enduring mysteries involves the level of intentionality. There are some arrestingly beautiful moments in these songs—such as in “Take Care,” where the lilting melody and earnest sentiment eventually resolve into something that practically shimmers. But “Take Care” also shambles fitfully for much of its first half, to the extent that it sounds like someone forgot to patch in the pieces from smoother takes. There is actual big-time rock band effort throughout Third. In addition to the occasional string section, there are woodwinds every now and then, plus tightly harmonized background vocals, and even a guest appearance by accomplished Stax guitarist Steve Cropper. If Chilton had a major label deal back then—and thus the money and the motivation to clean everything up—it’s not hard to imagine him sticking with the sessions long enough to produce a version of Third that’s as crisp and pretty as #1 Record.

But would that really have been true to his muse? Big Star’s best album, Radio City, was already split between punchy power-pop classics like “You Get What You Deserve” and “September Gurls” and spectacularly collapsing avant-rock like “Life Is White” and “Daisy Glaze.” Chilton spent the mid-’70s hanging out with Memphis’s debauched arts scene, and was moving away from commerciality. The demos on the Third box set reveal a musician who was in a weird place long before he stepped into the studio.


What Dickinson brought to the sessions was an innate understanding of what was special about Chilton’s initial batch of songs. He signed on to produce because the music was so odd, and because he had an angle on how to frame it—not how to improve it. There’s an in-the-moment quality to Third, similar to other mid-‘70s “audio verité” records like Neil Young’s Tonight’s The Night and Harry Nilsson’s Pussy Cats. Want to understand the bleary chaos that went into recording Third? Just listen to Third.


That’s why, in a way, the tangled aftermath of the Ardent sessions only adds to their mystique. In 1975, when Dickinson and Fry tried in vain to sell the album to a major label, even Big Star’s few champions in the music business thought that everyone in Memphis had lost their marbles. (Two of the best anecdotes from Dickinson and Fry’s ill-fated “test-pressing tour” of New York and Los Angeles have Atlantic’s Jerry Wexler saying, “This record makes me feel very uncomfortable,” and Warner Brothers’ Lenny Waronker pleading, “I don’t have to listen to that again, do I?”) By the time different versions of Third started popping up, Big Star was such a non-factor in rock ’n’ roll’s official history that the band didn’t appear at all in the first edition of the Rolling Stone record guide.

Even in the 1980s, when Chilton had a brief college radio revival thanks to the support of acts like R.E.M. and The Replacements, Third remained a cult within the cult, though it was often easier to find a sketchily authorized version of that album than it was to find #1 Record or Radio City. In the days before the internet, record-buying was often an exercise in ignorance, made more confusing by the existence of imports, bootlegs, and bins filled with suspiciously cheap cassettes and vinyl LPs. Third was often mixed in with the remainders, in different configurations with different cover art, and no real explanation of where the songs had come from. Some budding Big Star fans grew accustomed to an album with no “Downs,” or no “Blue Moon.” Some had “Stroke It Noel” as their opening track; others had “Kizza Me.” Some versions of the album clustered the three bleakest songs—“Big Black Car,” “Holocaust,” and “Kanga Roo”—toward the end of side two.


Nevertheless, a certain breed of rock geek gravitated to Third. While R.E.M.’s Peter Buck and the gentlemen from Teenage Fanclub were aping the big guitar hooks of #1 Record, bands like Game Theory and This Mortal Coil were covering “You Can’t Have Me” and “Holocaust.” During the explosion of alt-rock into the mainstream in the early ’90s, Rykodisc released the most complete version of the Ardent sessions that had come out to that point, and by that time the sound had been so normalized that the CD actually sold well. Chilton later thanked the team at Ryko for making him enough money in royalties to buy a house.


Now there’s the Omnivore box set, which helps provide some documentary context for Third by including wild instrumental experiments like “Pre-Downs,” and adding extensive liner notes that explain how both Cropper and a French background vocal from Alderidge ended up on the album’s cover of “Femme Fatale.” As always though, the presentation of the actual songs is loose enough to allow fans to construct the Third of their own dreams. Because no matter how comprehensive any packager tries to be with this material, a certain amount is mystery is always going to surround it. Chilton’s ultimate intent will remain locked in his head, all the way down to the moment in “Thank You Friends” when he expresses his gratitude—sincerely? sarcastically?—to everyone who made this mess “so probable.”

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