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Three Friends (1972) is a concept album by the British progressive rock band Gentle Giant. The group's third album was also their first American release to chart, peaking at #197 on the Billboard 200. It marked a change in drummers from Martin Smith to Malcolm Mortimore.
It is Gentle Giant's first concept album, dealing with three childhood friends whose lives take them very different places. However, each of the three friends are not satisfied with their new lives and eventually reunite into a team to achieve their goals more easily.
Three Friends is known to be the band's first self-produced album. The two former albums were produced by David Bowie and T.Rex producer Tony Visconti.
Gary Green's guitar solo on "Peel the Paint" uses an echoplex belonging to Mike Ratledge that Green's brother Jeff, a roadie with Ratledge's band Soft Machine, had borrowed.
The song "Schooldays" starts off with the sounds of a schoolyard playground in England. Ray Shulman told Songfacts about the song: "We started off using the sound effects of the schoolyard so it would be very nostalgic, and that's a whole song about being at school together, and how these friends went their own different ways. One goes into manual labour, one goes into white-collar work, and one is an artist." 
North American LP release
For the US and Canadian releases, on Columbia Records, the album cover was changed to a modified version of the design from the self-titled UK debut Gentle Giant. The album title and band name were added over the forehead of the giant image and the colour tinting of the cover was changed.
U.S. CD release
The US CD edition on Columbia also has the marker for track 6 in the wrong place. On this version track number 5 ends early at 3:23 instead of 5:51 while incorrectly extending the length of track six from 3:04 to 5:32.
All tracks written by Kerry Minnear, Derek Shulman, Phil Shulman, and Ray Shulman.
|3.||"Working All Day" ||5:12|
|1.||"Peel the Paint" ||7:31|
|2.||"Mister Class and Quality?" ||5:51|
|3.||"Three Friends" ||3:04|
- Gentle Giant
- Kerry Minnear - Hammond organ (tracks 1, 3-6), piano (tracks 1, 2, 5), electric piano (tracks 2, 3, 5), Mellotron (tracks 2, 6), Minimoog (tracks 1, 4, 6), Clavinet (track 2, 3), Baldwin Spinet electric harpsishord (track 2), Vibraphone (track 2), bongos (track 2), triangle (track 2), lead vocals (2, 6)
- Derek Shulman -lead vocals (3-6)
- Phil Shulman - Tenor saxophone (tracks 1, 4), tenor saxophones (track 3), baritone saxophone (track 1), baritone saxophones (track 3), lead vocals (1, 2, 4, 6)
- Ray Shulman - Bass, fuzz bass (track 1), Violins (track 4), electric violin (track 5), 12 String Guitar (track 1), vocals (track 6)
- Gary Green - Electric guitar (tracks 1, 2, 4, 6), electric guitars (tracks 3, 5), mandolin (track 2), tambourine (tracks 2, 5)
- Malcolm Mortimore - Drums, concert snare (track 2), hi-hat (track 2), bass drum (track 2)
- Additional personnel
- Boy's voice on "Schooldays" - Calvin Shulman
- Engineer - Martin Rushent
- Sleeve Design - Rick Breach
- Publisher - Excellency Music
- Phonographic Copyright (p) – Malibu Record Productions, Inc.