And Then There Were Three, more than either of its immediate predecessors, feels like the beginning of the second phase of Genesis -- in large part because the lineup had indeed dwindled down to Tony Banks, Mike Rutherford, and Phil Collins, a situation alluded to in the title. But it wasn't just a whittling of the lineup; the group's aesthetic ...

And Then There Were Three, more than either of its immediate predecessors, feels like the beginning of the second phase of Genesis -- in large part because the lineup had indeed dwindled down to Tony Banks, Mike Rutherford, and Phil Collins, a situation alluded to in the title. But it wasn't just a whittling of the lineup; the group's aesthetic was also shifting, moving away from the fantastical, literary landscapes that marked both the early Genesis LPs and the two transitional post-Gabriel outings, as the bandmembers turned their lyrical references to contemporary concerns and slowly worked pop into the mix, as heard on the closing "Follow You Follow Me," the band's first genuine pop hit. Its calm, insistent melody, layered with harmonies, is a perfect soft rock hook, although there's a glassy, almost eerie quality to the production that is also heard throughout the rest of the record. These chilly surfaces are an indication that Genesis don't quite want to abandon prog at this point, but the increasing emphasis on melody and tight song structures points the way toward the group's '80s work. ~ Stephen Thomas Erlewine, Rovi