Tom Maxwell | Longreads | October 2018 | 16 minutes (3,146 words)

In 1948, Columbia Records introduced the first commercial long-playing record, which revolved at 33 1/3 revolutions per minute and could hold more than 20 minutes of music per side. The older technology, 78-rpm records, couldn’t hold more than three and a half minutes per side. It was now possible to make a self-contained album.

Prior to that, the term “album” was used to describe a printed collection of short classical music pieces, such as Felix Mendelssohn’s Songs Without Words. Later, 78 records would be bound in volumes called albums, which would allow the limited medium to communicate longer orchestral works. By the same token, the books that contained family photos also became known as albums.

With the new technology, it wasn’t long before albums were used to communicate a collection of songs united by a common theme. Frank Sinatra is widely credited with releasing the first concept album, 1955’s In the Wee Small Hours. All of the songs were arranged by Nelson Riddle and were united in their themes of love, loss, and romantic dissolution.

In 1974, the remaining members of the Memphis pop group Big Star (with many musical guests) participated in a series of recording sessions that would result in an album called Third. Regardless of what the people who made it thought at the time, it is as much an album as Pet Sounds or The Dark Side of the Moon. It served as a terrible mirror, reflecting things falling apart — a label, a band, and the principal songwriter’s emotional stability.

“Big Star Third — I don’t even remember it as if it were an album project, ’cause we did it in fits and starts,” producer Jim Dickinson remembered. “We did it in, really I guess three or four short, brief periods of time — ’cause it was painful. … The whole record’s about decomposition and decay. Relationships were falling apart, the band had fallen apart, the record company was going out of business — everything was falling apart around us. That and midtown Memphis are the two themes of the record. There’s a geographic center to that record — well, it’s not really a record, it’s a group of recordings.”

If nothing else, Third is a blueprint of pop mastery and dismantlement. In its lyrical desolation, sonic dissonance, and emotional vulnerability, it is as prescient a document of the coming trends in musical culture as was possible to achieve at the time of its creation. It is a remarkable album, a collection of snapshots of a fractured family, each taken in a different time and place, but bound together as a collection. In every picture, however pastoral, lurks something dark. What distinguishes this album is that it admits the darkness.

Recorded for Memphis’s famed Stax label, Third got shelved. A promising distribution deal with Columbia Records imploded. Subsequent test pressings were rejected by major labels. Since 1978, it has been released several times, by different labels, with different names, songs, and track orders. Yet Third has had such an effect on popular music that, in 2016, Omnivore Recordings issued a three-CD box set of every known recording associated with the project. This, then, can be considered the definitive version of Big Star’s Third, if not the official version.

The other indisputable fact about Third is that it’s the vision of principal singer and songwriter Alex Chilton. A 16-year-old Chilton was part of a Memphis group called the Box Tops in the mid-’60s. The band scored a number one with “The Letter” in late 1967. “Cry Like a Baby” peaked at number two the following year.

“First time I saw Alex he was in the Box Tops,” remembered John Fry, engineer and founder of Ardent. “Dan Penn, their producer, had started to come and do some sessions at Ardent. He was there one day, and I walked in and I’m looking around and I’m saying, ‘Where’s the artist?’ There’s this kid sitting on the floor in the corner, and I’m going, ‘Oh, that’s Alex.’”

Itching to record his own songs, Chilton left the Box Tops in 1970. He spent a little time in New York City, then returned to Memphis.

When a New York DJ asked Chilton what his early rock ‘n’ roll days were like, Chilton shot back, “Pretty scummy, but I don’t know. About as scummy as now.”

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Back in Memphis, Chilton joined fellow songwriter Chris Bell, bassist Andy Hummel, and drummer Jody Stephens. They named their band “Big Star” after a local grocery store as a kind of hedge: Bell was quite keen to become famous; Chilton already had been on other people’s terms; and anyway, it could all just be tongue-in-cheek. Their first album, released in June 1972, was called #1 Record. Meticulously rehearsed and recorded, Stephens described the album as “pretty much Chris Bell’s production approach and vision.”

Given the band’s devotion to all things Beatles, #1 Record offered a version of the British Invasion to a town more interested in Lynyrd Skynyrd. It’s commercial failure devastated Chris Bell. “Chris quit, and we all just drifted apart,” Jody Stephens said. The band was encouraged to re-form, minus Bell, for the Rock Writers’ Convention put together by Ardent promotion man John King. Inspired by the positive reception, the trio recorded their second album, Radio City.

It was another pop masterpiece, although this time looser and with more emotional crazing. Radio City was also ignored by everyone but the critics. Bassist Andy Hummel left the band to get his associate’s degree in mechanical engineering.

Chilton became a committed alcoholic by 1973. “I was taking a lot of drugs too,” he said of that time. “I think that Chris’s influence was bad about that. Chris was always doing Valium.”

The sessions that became Third were often more about documenting the last man standing than being an art project. “I can remember a time in ’73 or ’74 when I had the key to Ardent Recording so I could go in and record things late at night and just do anything I wanted,” Chilton recalled. “I can remember one time bringing a girl in there with me who was quite drunk and had a glass of gin and tonic in her hand, and she got really pissed off at me and threw it at me, only I stepped aside and there was the recording console. There was gin and tonic in the faders, you know.”

John Fry ordered the console dismantled and cleaned. Days later, Chilton punched a glass door, with similarly messy results. Fry took producer Jim Dickinson aside. “We simply can’t have blood on the mixing desk,” he said. “Have a word with Alex about it.”

Dickinson grew up in Memphis listening to DJ Dewey Phillips. “Dewey would jump from blues, to gospel music, to country, to rock ‘n’ roll,” Dickinson once said. “It all tied together in his weird mind and he could sell it to the audience as if it were all the same thing. So people in Memphis think it is!” Ostensibly going to college to study theater, Dickinson was soon recording with folk and blues bands and learning engineering chops from Fry. In 1969, Dickinson recommended Alabama’s Muscle Shoals Sound Studio to the Rolling Stones, and was allowed to attend the session that produced “Brown Sugar.” He was asked to play piano on “Wild Horses,” ostensibly because the Stones’ piano player Ian Stewart refused to play minor chords. Thus was Jim Dickinson duly credentialed.

There’s pretty clear evidence Chilton wanted to make an album, as he asked Fry to enlist Dickinson as producer. “Jim was the first guy that I ever worked with who was introduced to me as being an independent record producer,” Fry recalled.

“What I think I did for Alex was remove the yoke of oppressive production,” Dickinson told Tape Op years later, “be it Dan Penn and the Box Tops, where Alex did only what he was told and had no creative input whatsoever. Or the John Fry/Terry Manning Big Star situation wherein Alex contributed certainly, but was told, ‘No, you can’t do that, that’s crazy.’ See, I never told him that. If Alex wanted to do something crazy, I figured out how to do it. And, of course, as he saw me do that, he got crazier.”

Fry was able to capture crazy. “He’s by far the greatest engineer I ever worked with,” Dickinson said. “I’ll never forget watching Alex run his hands down the Ampeg amplifier and turn every knob all the way wide open, and start to play, and John just walked up and moved the microphone across the room. This was before people used a room mic on guitars.”

Stax Records, famed for its roster of soul artists like Otis Redding, was fading away. The Big Star sessions continued for two reasons: One, there was more than one album of songs that deserved to be recorded; and two, according to Dickinson, “we figured if we kept working on the record Stax would go out of business and then we would own it, which is what happened.”

By this time, Chilton had become an emotional riptide. “It was psychodynamically intense for sure,” Dickinson said of the sessions. “Alex set the tone of the recording on the night of the first session when he shot Demerol down his throat with a syringe.”

“There was a lot of Mandrax,” Chilton remembered, referring to a sedative more commonly known as quaaludes. “You couldn’t get heroin in Memphis. But downs, generally. And unbelievable amounts of alcohol. If you take enough bad drugs and drink enough, you’re gonna be writing some pretty strange music.”

Chilton made a habit of going into the studio at night with his girlfriend and muse, Lesa Aldridge, who was still in high school. Chilton was 23. Late one night, they recorded a bleak song called “Kangaroo,” using only one microphone for Chilton’s vocals and 12-string guitar. (This is a terrible production no-no, as now both the vocals and guitar are locked in forever at the same relative volumes. It may have been necessary a generation before, when bands had to record live as an acetate record was being cut, but Big Star recorded this album to a 16-track tape machine.)  Chilton played the tape for Dickinson the next morning. “If you want to be a producer,” he said, “do something with this.” Rather than make a fuss, Dickinson added mellotron and guitar feedback to the track.

“When I got into the feedback part Alex kind of lost his attitude and started participating,” Dickinson said. “He said later that that was the first place he ever trusted me.”

Chilton’s relationship with Aldridge was intense and turbulent. She helped write and sing on much of Third, but many of her contributions were later erased. Musician Van Duren recalled his audition for Big Star in 1974: “Well, I showed up at Ardent on a Saturday in August. … Jody and I were there, and then Alex comes in with Lesa Aldridge, who was his girlfriend at the time. We’re talking about three or four in the afternoon, and they were already pretty, you know, involved with some Mandrax, or quaaludes. It was interesting, and it wasn’t conducive to making any kind of music.”

“I was getting very destructive in a lot of ways then,” Chilton said in 1985, “ and I was trying to capture that on recordings.”

“It was entertaining for a while,” Jody Stephens said about his band mate’s antics. “Then it got cruel.” By this time, Stephens had started dating Aldridge’s sister. There was some talk about calling the band or the new album “Sister Lovers,” but nothing came of it.

“There was physical abuse of Lesa and I thought she participated in that willingly,” Dickinson is quoted as saying in Chilton’s biography, A Man Called Destruction. “I use to have a picture of me and Lesa sitting in a control room together, with her two black eyes, and she’s grinning into the camera.” Aldridge went on to become a founding member of Memphis’s first all-female punk band The Klitz in 1978. (It’s remarkable that this unsettling revelation was dropped almost as a casual aside, but we can at least use it as a metric of our progress. The history of famous, wife-beating musicians would make another series unto itself. Suffice to say, men tend to fail upward.)

The sessions ground on, then Fry pulled the plug. His relationship with Chilton was too damaged. “[Big Star Third] broke John’s heart,” Dickinson has said. “It’s the last record he ever did, top to bottom. But — and this may be cruel of me to say — I got the sound of Fry’s heart breaking. At the point at which it was taken away from Alex — which it was — Alex had done his part. Fry’s part remained to be done, and that was the only way we could do that. There was a lot going on for John, and Alex was being Alex. They couldn’t have mixed it together. Alex would have destroyed the record.”

In 1975, Fry and Dickinson flew to New York and California with the tapes to find a label deal. “We’d go in and play them and these guys would look at us like we were crazy,” Fry said. “They were pretty wide-eyed about trying to understand [the album]. Half of it was they thought we were crazy, half was they were hoping against hope that this wasn’t going to be the next big thing and they were about to miss it!”

“[Warner Brothers executive] Lenny Waronker said to me, ‘I don’t have to listen to this again, do I?’” Dickinson recalled. “[Atlantic Records’] Jerry Wexler told me, ‘Baby, this record makes me very uncomfortable.’ And I thought, ‘That proves it’s successful.’”

An artistic success, the album stayed in the Ardent Studio vaults. “Everything in the world was just melting down around us,” Fry said. “Third sat on a shelf for several years before it got some minor releases in ’78.” When that happened, the record was credited to Big Star because that’s the name Fry put on the original test pressing. Even this decision proved controversial.

“Jody and I were hanging together as a unit still but we didn’t see it as a Big Star record,” Chilton remembered. “We never saw it as a Big Star record. That was a marketing decision when the record was sold in whatever year that was sold. And they didn’t ask me anything about it and they never have asked me anything about it.”

“I don’t know,” Jody Stephens said about it years later. “I’ve looked at it a bunch of different ways. Sometimes I look at it and it’s an Alex project, and sometimes I look at it and I think there’s a lot of input there, so maybe it’s a Big Star record. But if you really look at it and think of the people involved … I mean, an Alex solo record for me would have been Alex on acoustic guitar and no other input. That’s kind of the way it is with any musician. … At the end of the day, I think it’s a Big Star record. Listen to Alex’s first album that was identified as a solo record, and it’s so different.”

No two of the many issued versions of Third have completely agreed on song list, running order, album title, or artwork. London’s Aura Records issued it as The Third Album in Europe in 1978. PVC released it stateside as 3rd. The track listing and running order of the two albums are different from each other, as well as the Ardent test pressing of 1975. More CD releases in 1987 featured the same songs but different sequences.

In 1992, Dickinson put together a version of the album that he believed reflected his and the band’s original intent, although he admitted later that it didn’t reflect Chilton’s vision, who, in any case, wanted nothing to do with the record. Rykodisc issued this version as Third/Sister Lovers.

Finally, Omnivore Recordings released a box set, Big Star Complete Third, in 2016. According to the label, “The collection boasts 69 total tracks, 29 of which are previously unheard session recordings, demos and alternate mixes made by producer Jim Dickinson and engineer John Fry.” By the time of its release, Stephens and Aldridge were the only two surviving principals of Big Star’s swan song. Dickinson died in 2009; Chilton did the same the following year, followed by Fry in 2014.

The continued interest in an album never properly completed is a testament to these recordings’ relevance.

“Two things stand out [about Third],” Dickinson once said. “One is John Fry’s engineering, which makes the record timeless. And two is, I think as a producer, I’m the last person to get a consistent set of performances from Alex Chilton. There’s nowhere on that record where Alex is throwing it away. And everything after that in his career has been a question of how much he could get away with throwing away. But he delivers on every song on Third and I think it makes a big difference.”


Tom Maxwell is a writer and musician. He likes how one informs the other.

Editor: Aaron Gilbreath; Fact-checker: Ethan Chiel