Will the real Big Star’s Third please stand up?  That’s a loaded question, for it’s possible that there never, in fact, was a “real” version of the album recorded at Memphis’ Ardent Studios in 1974 by Alex Chilton and Jody Stephens with producer-engineer Jim Dickinson, studio owner John Fry and engineer Richard Rosebrough.  Chilton even asserted numerous times that the sessions were never intended to yield a Big Star album at all.  (One potential name for the duo of Chilton and Stephens was Sister Lovers, referring to the fact that both were dating Aldridge sisters.)  Yet, since a test pressing was first issued by Ardent in 1975, Third (so named for having followed Big Star’s # 1 Record and Radio City) has been released at least six times, with almost every version boasting a different track listing and a modified title: 3rd, The Third Album, Big Star’s 3rd: Sister Lovers, Sister Lovers: The Third Album, and so on.  How to possibly make sense of the haunting – and indeed, haunted – recordings left behind?

Omnivore Recordings has valiantly stepped up to the plate with Big Star – Complete Third (OVCD-192). Producer Cheryl Pawelski and co-producer Adam Hill trace the evolution of the Third recording sessions in exhaustive fashion over three discs and 69 tracks, with 28 previously unreleased.  Much like the massive box set deconstruction of The Beach Boys’ SMiLE, Complete Third attempts to answer the unanswerable, and succeeds mightily.  It traces the evolution of the album from Demos to Sessions to Roughs (Disc 1) to Roughs to Mixes (Disc 2) to Final Masters (Disc 3), with the latter disc sequenced in the order of that first test pressing plus additional tracks.

What’s evident from the very first, starkly powerful demos on Complete Third is that singer-songwriter Chilton wasn’t in any form attempting to recreate the jangly, power-pop magic of # 1 Record and Radio City.  The solo demos (primarily voice-and-guitar) heard on Disc One reveal that, despite any personal troubles plaguing him, Chilton was recording fully-formed, deeply-felt songs taking full advantage of his expressive voice.  (A handful of covers were attempted as well including Lou Reed’s “Femme Fatale,” a skeletal version of The Beach Boys’ “Don’t Worry, Baby” with harmonies, and The Beatles’ “I’m So Tired,” the latter in a ramshackle, lysergic treatment with Alex’s then-girlfriend Lesa Aldridge.  Only “Femme Fatale” and a cover of Jerry Lee Lewis’ hit “Whole Lotta Shakin’ Goin’ On” would make the test pressing.)  The uncompromising bleakness of the desperate “Like St. Joan (Kanga Roo)” and tormented “Holocaust” was like nothing heard on those first two Big Star albums, to say nothing of Chilton’s work as lead singer of blue-eyed soul heroes The Box Tops.  He was also pushing the envelope musically as well as lyrically, for the most part eschewing conventional song structure and only embracing it on “Thank You, Friends.”  There’s a certain lightness and even sweetness to “Thank You, Friends” and “Jesus Christ,” to name two, that’s largely missing elsewhere.

Some tracks on the first disc are curiosities, such as Chilton and Jim Dickinson’s noodling jam on steel drums and guitar, “Pre-Downs” (blessedly edited down from some thirty minutes of the same, per producer Pawelski’s notes) or a loose cover of Marc Bolan’s “Baby Strange.”  Drummer Jody Stephens was unfamiliar with the songs prior to the beginning of the recording sessions, so there’s a loose, immediate vibe to the performances once he joins.  The lusty, carnal “Kizza Me” (heard in a previously unreleased Dickinson rough mix on Disc 1) is a recognizable Chilton rocker; there’s also primal energy on a rendition of The Kinks’ “Till The End of the Day,” another Dickinson rough mix premiering here.

The second disc presents a snapshot of sessions veering from control to chaos and back again.  The chaos came from moments like Chilton reportedly inviting an intoxicated person off the street to join him on “Whole Lotta Shakin’ Goin’ On.”  (You can hear this on Track 2.)  Lesa recurs on a chirping version of Lou Reed’s “After Hours” and on “Till the End of the Day.”  The more serious moments show the arrangements being crafted, with tape effects, background vocals, and instrumentation; a song such as the dirge-like “Big Black Car” is heard no fewer than six times across the three discs, evolving and improving every step of the way (including, pivotally, its lyrics).  One can compare and contrast the differing approaches of Fry and Dickinson on their own distinctive rough mixes of songs like “Kizza Me,” “Take Care,” and “Thank You, Friends.”  But it’s a testament to Chilton and Stephens’ art that these songs were deliberately crafted and created, despite the unsettling, somewhat unhinged air that permeates the final masters.

This total-immersion experience through the good, the bad and the ugly of the sessions culminates with Disc 3 and those completed versions.  Third will never be as accessible, as electrifying or as thrilling as the one-two punch of # 1 Record and Radio City, but there’s a striking, melancholy beauty that runs through its sometimes-hazy tracks (which here number twenty).  “Hey child, will you come on down/And come on in with me?” asks Chilton on the opening track, “Stroke It Noel.”  Gilded with Carl Marsh’s elegant string arrangement, it’s an upbeat enticement asking in the manner of Bobby Freeman by way of The Beach Boys, “Do you wanna dance?”  But following that relatively straightforward opener, there’s not much in the way of dancing – slow or otherwise - on Third.

But, the legend be damned, it’s not all solemn.  The R&B-tinged “Thank You, Friends” has a buoyant bounce; the guitars and melodic contours of the pretty “Jesus Christ” (lyrically based on words Chilton found in a Presbyterian hymnal) even recall Big Star’s first two albums.  There’s even a wailing saxophone for added pop pleasure.  “Blue Moon” (not the Rodgers and Hart standard) has a baroque feel that’s as fragile as the seedy rock of “Kizza Me” is brash.  The stately air of “Blue Moon” returns even more pronounced on “Take Care.”  Jody Stephens’ lone composition, the reflective “For You,” is lovely, especially thanks to Stephens’ tender vocal and its string chart.  (A version sung by Chilton in his rough-hewn style is included on Disc Two.)

The clattering ode to Quaaludes, “Downs,” made it clear that the album wasn’t for the faint of heart.  “Holocaust” is still a pained expression of Chilton’s personal demons, with “Nightime,” “Kanga Roo” and the sad wail of “Dream Lover” (most certainly not the Bobby Darin hit) nearly as anguished.  The inclusion of “Whole Lotta Shakin’” adds mightily to the impression that the album is a mish-mash; it’s stylistically dissimilar from the tracks which surround it.  A haunting and spare “Nature Boy,” popularized by Nat “King” Cole, concludes this presentation of Third on a memorable high note.

Greatly adding to the experience of Complete Third is the copiously-annotated, 32-page booklet which accompanies the set.  Housed in the set’s oversized digipak, it complements the music with additional context from various perspectives, featuring essays by critic and longtime fan Bud Scoppa, photographer/friend Pat Rainer, Jody Stephens, and various musicians who have been influenced or inspired by the album including Wilco’s Pat Sansone, The Posies’ Ken Stringfellow (also member of a later Big Star line-up), The Dream Syndicate’s Steve Wynn, The dB’s Peter Holsapple and Chris Stamey, The Jayhawks’ Gary Louris, and Let’s Active’s Mitch Easter.  Jeff Rougvie, producer of the Rykodisc reissue, contributes an essay, as do this set’s producers Cheryl Pawelski and Adam Hill.  Wonderful photos by Rainer and others add to the “you-are-there” feeling.  Michael Graves has remastered all three discs to great effect.

Omnivore’s Complete Third doesn’t merely shed light on a cult favorite, but casts its own spell.  It should go a long way in strengthening and deepening the reputation of an oft-misunderstood album.  Thank you, friends.

You can order Big Star’s Complete Third at Amazon U.S. / Amazon U.K. / Amazon Canada !