This is the album in which most all of the original Genesis fans began to fade away. Steve Hackett has now left the band leaving only a trio of Phil Collins, Tony Banks, and Mike Rutherford to lead the way for progressive rock giants Genesis. Unfortuantely for fans, they would put out an average and not-so-prog album. The album starts with a huge bang in Down And Out, a very proggy track that satisfies any prog fans needs. Undertow and Ballad of Big on the other hand are both weak tracks that tend to be forgotten along with other horrid poppier tracks like Many Too Many, Scenes From A Night's Dream, and Follow You, Follow Me. But even with these tracks there are some solid ones, Burning Rope is an extremely proggy track with some lush keys from Tony Banks, Snowbound and The Lady Lies do not disappoint, and Deep In The Motherlode does a good job fusing pop with prog. Although it was before their total pop transformation, ...And Then Were Three pales in comparison to the albums before and after it.