Well, what can I say about the ultimate cult album by the ultimate cult band? Only that Big Star's third album is part entertaining, part moving, part annoying, and totally fascinating.

First, a little background for the uninitiated: Big Star was an obscure Memphis-based rock band in the early 70's. Led in the beginning by Alex Chilton and Chris Bell, they recorded three albums and then disbanded. However, like the Velvet Underground in the 60's, rock musicians had great admiration for them (most notably Peter Buck of R.E.M.) and through word of mouth, they became a big cult band, long after they had called it quits. If you are a fan of the television sitcom, "That 70's Show", the theme song is a cover of Big Star's "In The Street".

Big Star's first album, #1 Record, was their most commercial sounding work, influenced by the music of the Beatles, Byrds, and the Kinks, but adding their own particular stamp to it. However, the album tanked commercially, in part due to distribution problems from the record label. Bell left the band, and Big Star temporarily broke up. They were persuaded to regroup (without Bell) and recorded their second album, Radio City.

With Chilton as the sole leader, this album was quirkier, less polished, but still included some great pop songs. Radio City was also a commercial failure prompting bassist Andy Hummel to quit.

These further setbacks set the stage for a frustrated Chilton to start work in 1974 on the band's third album, alternately titled Big Star Third or Sister Lovers. If Radio City revealed a quirkier, more cynical side to Big Star, it seemed tame compared to the music on the third album.

With Third, Chilton seemed to have set out to make an anti-pop album. Gone are any concessions whatsoever to making commercial pop-rock music, and in its place Chilton poured his heart out, taking the listener on an emotional rollercoaster that, depending on your point of view, is either a masterpiece or self-indulgent crap.

The first three songs alone on Third show the wild mood swings that Chilton was experiencing at the time. The album opens up with "Kizza Me", which like the opener of the first two albums, is a rousing rocker, although this time there is an oddball minor key piano part that floats in and out of the track. This plea for love is sung by Chilton as if his life depended on it.

The mood changes to sarcasm on the next song, "Thank You Friends", a sort of a thanks for nothing tribute with Chilton displaying the right amount of venom and fake humility. This is followed by "Big Black Car", a slow, piano based dirge. This stark tale of isolation is chilling, and it is easy to see how he influenced a later generation of alternative rockers.

The rollercoaster ride continues with the religious song "Jesus Christ". There is nothing in the lyrics to suggest irony, but the jaunty horn arrangement suggests a lack of seriousness in the subject. This is followed by a dead-on cover of the Velvet Underground's "Femme Fatale" which, thanks to Chilton's expressive singing, improves on the original version. Chilton's songwriting is more abstract than Lou Reed's, and the next song, "O Dana", is proof of that with its cryptic lyrics.

Finally, we come to "Holocaust" which is an incredibly depressing song. Like "Big Black Car", its a piano dominated tune that moves along slowly and sadly. This song is about a lost soul coping with the death of his mother. With not an ounce of hope, the song ends with the line "You're a wasted face/You're a sad-eyed lie/You're a holocaust".

The song "Kangaroo" is just plain weird. Not quite as slow paced as "Holocaust", but the arrangement is dense, including what sounds like cowbells as percussion at one point, and a feedback guitar arrangement that is more creepy than noisy. The lyrics are no less dense, as I really do not understand what this song is about.

Then suddenly, Third takes a sharp turn. The skies clear up and the album turns sunnier. Four out of the last five songs of the original album turn out to be touching ballads, the exception being the Who-like rocker, "You Can't Have Me". The sunnier section begins with "Stroke It Noel", which has an irresistable string arrangement and finds Chilton in a good mood, wanting to dance with his girl.

Drummer Jody Stephens contributes the song "For You", and this would probably have been my choice for the single because it is very typical of soft rock songs of that era, sounding like a lost Moody Blues ballad. Chilton shows he can write a pretty ballad himself with "Nighttime". Only a little of the album's earlier melancholy creeps into this song.

However it is the next song that I feel is the highlight of the collection: "Blue Moon" is an achingly pretty song, boasting a gorgeous melody, and sweet, tender lyrics. It is hard to believe this is the same guy who earlier sang "Holocaust". "Take Care" closes Third, thankfully ending this wild ride on a hopeful note.

But wait, there's bonus tracks! Big Star show off their musical knowledge with three covers spanning the decades. "Nature Boy", a hit for Nat King Cole in the late 40's, always seemed like a song ahead of its time and actually fits neatly on this release. They also do a faithful cover of the Kinks rocker, "Till The End Of The Day". However, their cover of Jerry Lee Lewis' "Whole Lotta Shakin' Going On" doesn't compare to the original.

There are also two original bonus songs, the eerie "Dream Lover", and the experimental track, "Downs", which boasts using a basketball as a snare drum. Both are interesting in their own way as bonus cuts with neither of them really adding or taking away from the album. Kudos toproducer Jim Dickinson for creating the right mood for each of Big Star's many moods.

Third was not released at the time it was recorded because their record label went under. Available as an import album several years later, it wasn't until 1992 that Rykodisc Records released Third in the States. By that time, it had gained legendary status. The amazing thing about Third is that it pretty much lives up to its hype. Despite its flaws, I'm giving it a high grade because when it does click, which is certainly more often than not, it is about as satisfying as any album I've ever heard.

Rating: A-

User Rating: B+

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