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And Then There Were Three (stylised in all lowercase) is the ninth studio album by the English rock band Genesis. It was released on 31 March 1978 by Charisma Records and is their first recorded as a trio of singer/drummer Phil Collins, keyboardist Tony Banks, and bassist/guitarist Mike Rutherford, following the departure of guitarist Steve Hackett. The album marked a shift in the band's sound, mixing elements of their progressive rock roots with more accessible material, and Collins contributing to more of the group's songwriting. The album received mixed reviews from critics, but reached on the UK Albums Chart and on the US Billboard 200. The lead single "Follow You Follow Me" became their highest charting at that point, reaching in the UK and in the US. The album was certified platinum by the Recording Industry Association of America (RIAA) in 1988 for selling one million copies in the US. To further promote it, Genesis toured worldwide with live guitarist Daryl Stuermer and drummer Chester Thompson, both of whom would become mainstays of the band's touring lineup for the next three decades. The album was remixed in 2007 as part of the Genesis 1976–1982 box set in 5.1 surround sound and a new stereo mix by Nick Davis.

In July 1977, the Genesis line up of drummer and vocalist Phil Collins, keyboardist Tony Banks, bassist Mike Rutherford, guitarist Steve Hackett, and touring drummer Chester Thompson completed their tour in support of their eighth studio album, Wind & Wuthering. The band proceeded to edit and mix their second live album, Seconds Out, in August 1977, during which time Hackett left the band to pursue a solo career. The trio were confident they could carry on, as they had formed the backbone of several Genesis classics, including the "Apocalypse in 9/8" section of "Supper's Ready", the instrumental part of "The Cinema Show" and the basics of A Trick of the Tail (written while Hackett was working on his first solo album). They also agreed not to hire a replacement for Hackett, choosing instead to perform all instrumental work on their albums themselves going forward.

Rehearsals began at Shepperton Studios for around six weeks. The group wished to record in a new location, but they could not find a studio that fit their needs and did not wish to travel too far from England. Rutherford wished to remain in London, but noted recording abroad was their "one tax concession". Collins had settled down with his wife and two children in South Ealing, meaning he did not find much time to bring new songs to the sessions. Rutherford later said he was impressed the group wrote "Follow You Follow Me", as they had had difficulty writing songs that worked within a 3–4 minute framework. The majority of the album was formed of pre written songs, not ones developed from jams and improvisations. Collins later thought the album lacked "rich, jazzy pieces" like "Los Endos" from A Trick of the Tail with its merge of rhythm and melody,

The album marked a change in the band's sound, moving from their progressive rock roots towards shorter, more concise songs. The motivation for this was to enable more musical ideas to be put on a single album, and to act as a response to the newly emerging punk rock and new wave scenes, where short and concise songs were standard. Collins recognised how this decision gave the impression that Genesis was aiming to become "a singles band" that prioritised commercial success over artistic credibility, but maintained that the new material remained "fundamentally the same". Rutherford in particular wanted to forge his own style and not copy Hackett's distinctive guitar tones, so the album was more dominated by Banks' keyboards, with sparser and simpler guitar parts.

"Down and Out", one of the three tracks written collectively, was created during the band's rehearsals. Thompson found its more complex time signature difficult to reproduce on stage at first as Collins could not explain the riff and rhythm which Rutherford noted merely "added to the confusion". The band had originally planned to develop and arrange Banks's song "Undertow" further, but its basic track of guitar, drums and piano, coupled with its simple chorus, was strong enough to keep as it was. Banks plays a Yamaha electric grand piano on the track which also incorporates voice loops made by the band that were kept "low key and subtle" in the final mix. The lyrics to "Ballad of Big" were written by Collins. The introduction contains a wobbly guitar effect created by Rutherford whereby he rubbed his guitar strings with pieces of metal, giving it a "slightly Eastern strain". The end of the track has Banks and himself duelling between the Yamaha electric piano and his Roland guitar synthesiser. It features a lead guitar solo from Rutherford that he found was a challenge to produce in the wake of Hackett's departure, but was pleased with the final result and called it his best on the album. "Scenes from a Night's Dream" is based on a childhood dream, itself inspired by the cartoon strip character Little Nemo which Collins had bought a book on for his brother. and in the US on 28 March on Atlantic Records. It reached on the UK Albums Chart during a 32 week stay on the chart and on the US Billboard 200. The album continued to sell, and was certified gold by the Recording Industry Association of America on 31 May 1978 for 500,000 copies sold in the US. It reached platinum status on 11 February 1988 for selling one million copies. A SACD / DVD double disc set (including new 5.1 and Stereo mixes) was released on 2 April 2007. It was released in the US and Canada as part of the Genesis 1976–1982 box set. This includes the album in remixed stereo and surround sound, and related video tracks. The only exception is the track "Say It's Alright Joe", which was not remixed because the band was unable to locate the multitrack recordings.

In an April 1978 review for Melody Maker, reporter Chris Welch praised the album as "strong, confident" that is "as good as any they have made in the band's post Gabriel years". Welch noted the songs have "a sense of purpose" and come with "a remarkably powerful sound", and picked "Ballad of Big" as his favourite track. A review in The Town Talk praised the group for filling the gap Hackett left "confidently" and picks "Down and Out" as claim of their survival. The rest of the album is "a tapestry of imaginary landscapes filled with the struggling mythic heroes that Genesis has learned to depict so well". Gary Mullinax for The Morning News thought the album sounded little different to Wind & Wuthering and noted the dominance of Banks's keyboards over Rutherford's guitars, with "the same dreamy wall of sound music with the same high pitched vocals" from Collins. He concluded that Genesis succeed at points on the album but thought many songs on it fail to go anywhere, "blending into one another like some sort of hip musak". Charley Walters, writing in Circus, said that despite the exits of Gabriel and Hackett, Genesis have sacrificed "neither direction nor quality". The album, he thought, has "hard, almost ominous" tracks like "Down and Out" and "softer, more melodic" ones like "Say It's Alright Joe", all of which create "a magical, mystical sound that sets them apart from the numerous similar but usually inferior European art rock ensembles". He names Banks as the one of the trio most responsible for their sound with his "rich" arrangements complemented by Rutherford's restrained guitar work which is "more felt than heard" which worked well to his praise on "Burning Rope". Walters, however, thought Collins's vocals has shortcomings that lacks expansion or breathtaking moments, though is a drummer who can still be melodic. The Globe and Mail opined that "the songs still sound like Tennyson set to music, but it's all done with precision and there isn't a sound which is not beautiful, fat, ornate and quite lush". Other reviewers were more critical of the album, including Jon Pareles and Village Voice critic Robert Christgau, who said that "without lead guitarist Steve Hackett, the band loses its last remaining focal point; the rest is double tracking. Hence a sound as mushy as the dread Moody Blues, with fewer excuses." In his review for Rolling Stone, he panned Hackett's then current album Please Don't Touch!, but also said that his ex band fared even worse, concluding that "this contemptible opus is but the palest shadow of the group's earlier accomplishments." Retrospective appraisals have also been mixed. In The Rolling Stone Album Guide, J. D. Considine deemed it "a genuine pop breakthrough" that "does hone the playing so that there's less empty flash and wasted energy",

Genesis embarked on the And Then There Were Three Tour between March and December 1978, including nearly 100 shows covering Europe, the US and Japan, with only a single UK show at Knebworth Park on 24 June. The US dates were important as they would allow the band to recoup touring costs, which were running at around $25,000 a day. The group needed an additional touring member to cover all the material, but Rutherford only wanted to play lead guitar on the new songs from And Then There Were Three and return to bass and twelve string for everything else. The successful applicant would have to play bass on the new material and cover Hackett's old lead parts. They first approached Weather Report's Alphonso Johnson, but he was primarily a bassist and his style did not fit in with the rest of the band. Johnson suggested instead that they consider jazz fusion guitarist Daryl Stuermer, who was already a Genesis fan. He tried out an audition in New York, playing bass on "Down and Out" and lead guitar on "Squonk" from 1976's A Trick of the Tail and was immediately hired. "The Fountain of Salmacis", the closing track from 1971's Nursery Cryme was reintroduced into the live set, so Stuermer could take a song with a distinctive Hackett solo and put his own stamp on it. "Say It's Alright Joe" was performed with Collins in character wearing a raincoat and using Banks' keyboards as a makeshift bar. The tour had several breaks so the band could have time with their family at home. Collins later said the tour was "an end of an era" and thought the group did not need to play live as much in the future. The tour was a major factor in Collins' divorce from his first wife, as she felt he was away from home too often and needed support at home. A row with his wife cancelled plans for her and their children to join Collins on the Japanese leg, and Collins recalled: "I went to Japan, and spent ten days drunk. I hated every minute of it. I couldn't sing and everyone was concerned about my welfare although there was nothing anyone could do about it."