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Big Star's third album, following #1 Record and Radio City. Recorded in 1974 at Ardent Studios in Memphis, TN, in sessions that are described as shambolic and disjointed, with a frustrated Alex Chilton leading procedures, occasionally "wreaking havoc" on the performances. With record label Stax going under and intra-band tensions high, the sessions for what became known later as both "Big Star's Third" and "Sister Lovers" ended with the breakup of the band and Alex Chilton's departure to launch a career as a solo artist.

Big Star's first two albums are rightly regarded (now, if not then) as great albums that were influential to several artists who appeared in later decades, including R.E.M, Teenage Fanclub, The Posies, and The Bangles. Both albums, however, suffered from terrible distribution and almost no promotion, and by 1974 the only remaining members of the original lineup were Chilton and Jody Stephens. As they readied themselves to record another album, Jim Dickinson stepped in to produce the sessions, also contributing occasional drums, bass, and mellotron. The remaining musicians for the record included Chilton's then-girlfriend, Lesa Aldredge (contributing vocals) and several Memphis musicians. Bright moments - the string sessions for Stroke It Noel, the successful "Kangaroo" recording session - were mixed with harrowing ones - the disjointed "Downs" sessions, with Chilton (deliberately, according to Dickinson) ripping the track of any "pop potential" it might have had - and produced a record that is at times uplifting and frightening, but never less than absolutely absorbing.

Due to the unfinished nature of the record, a true running order was never finalized, with Chilton and Dickinson agreeing only on the first three songs and the last one (Take Care). Released around Europe, titled "Third", "Sister Lovers", and "Femme Fatale"(the name of a Lou Reed song included on the record). Dickinson's production notes for the record reveal even another name considered - Beale St. Green, from song Dream Lover. Each of these releases brought their own running order and many underwent further re-mixing by the corresponding labels. In 1992, Rykodisc released the album for the first on compact disc, under the name Third/Sister Lovers (chosen for the node's title as it is how it is most commonly known). It featured the following running order:

1992 Compact Disc Running Order

  1. Kizza Me
  2. Thank You Friends
  3. Big Black Car
  4. Jesus Christ
  5. Femme Fatale
  6. O, Dana
  7. Holocaust
  8. Kangaroo
  9. Stroke It Noel
  10. For You
  11. You Can't Have Me
  12. Nightime
  13. Blue Moon
  14. Take Care
    Bonus Tracks
  15. Nature Boy
  16. Till the End of the Day
  17. Dream Lover
  18. Downs
  19. Whole Lotta Shakin' Goin' On

Album info

  • Produced by: Jim Dickinson
  • Engineered by: Alex Chilton, Jim Dickinson, John Fry and Richard Roseborough
  • Recorded at: Ardent Studios, Memphis, Tennesee, 1974
  • Running time: 55:15:45


As listed in Rykodisc liner notes
  • Alex Chilton: Vocals, Guitars, Keyboards
  • Jody Stephens: Drums
  • Lesa Aldredge: Vocals
  • Lee Baker: Guitar
  • Jimmy Stephens: Bass on "For You"
  • Jim Dickinson: Bass on "Jesus Christ" and Drums on "Femme Fatale", Mellotron on "Kanga Roo"
  • Steve Cropper: Guitar on "Femme Fatale"
  • Richard Roseborough: Drums
  • Tarp Tarrant: Drums
  • Tommy Cathey:Bass
  • William Murphey: Bass
  • Tommy McClure: Bass
  • Carl Marsh: Reeds, Woodwinds, Synthesizer, String Arrangements

Closing Thoughts

"(Chilton) was determined that if things were going to be fucked up, then he was going to be the one who fucked them up" - this is Jim Dickinson's assessment of Alex Chilton's mindset during the making of Third/Sister Lovers. The truth, however, goes deeper. This record might lack the polish of Big Star's first two records, but it possesses a sort of emotional truth that finds me going back and listening to it more than either of the other albums, and sequenced as it is - kicking off with Kizza Me and Thank You Friends and closing with Take Care, the feeling left in the end is not of despair (though there is plenty of that, witness Holocaust) but a sort of battered yet resilient optimism. So, as Chilton delivers a fragile yet terrific vocal on "Femme Fatale", five songs into the record, you sit back and smile to yourself, because you know this is every bit as great as its two predecessors.


  • Big Star Reference (http://www.septembergurls.com)
  • Rick Clark "#1 Record/Radio City" liner notes.
  • Rick Clark "Third/Sister Lovers" liner notes.

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