Under Peter Gabriel and Steve Hackett, Genesis leaned heavily on their progressive side, art rock that borrowed heavily from classical music. Lyrically, the songs told stories often based in fantasy. Times change, and the group needed to evolve, but not without a struggle. "...And Then There Were Three..." Sites a band with one foot in the past, and one in the future. Many of the songs feature the classic Genesis storytelling. "Scenes From a Night's Dream" is about all the strange things that happen in a dream, in this case based on the comic strip character "Little Nemo". "The Lady Lies" is a tale of a creature who traps men by taking the form of their greatest desires.
But the music, in general, sees a definite shift from their previous albums. Previously, the songs had elaborate, complex arrangements, a trademark of progressive rock. With this album, the band uses the more popular verse-chorus-verse type of structure. The album produced their biggest hit to that time in "Follow You, Follow Me", which is a traditional love song. It's a simple, beautiful song, to the point where Collins has, at certain shows, sung this song while playing drums. The other single was also a love song, the mournful "Many Too Many". These two show the direction the band would take; indeed, as a trio, they would find popular music to be more in their wheelhouse, but always with prog in their back pocket.
One of the best songs on the album is "Burning Rope", which really epitomizes the state of the band. It is full of metaphors, but the real strength is the melody and the vocals. Banks is always masterful at the keyboard, and Collins has an amazing voice. Rutherford is an excellent guitarist, but he is just not as creative, nor as forceful as Hackett. He would come into his own in time, but here he is a supporting player, doing his job but not asserting himself enough to make his guitar work a standout part of the album. The exception would be the introduction to "Down and Out", the opening song of the album, which comes out to a strong guitar piece, seeing a time the album can't live up to.
This is very much a transitional album. The band is hurt by the loss of Hackett, and his absence is really felt here. However, they are starting to find where their strength lies, in the more traditional song structure. There are a couple of his here, but there are also some hidden gems, such as "Say It's Alright, Joe". Of you are a fan of the band's later work, or even the middle period after Gabriel left, you will find something you like here.