The Traveling Wilburys built upon George Harrison's comeback with Cloud Nine and helped revitalize the other supergroup members' careers, setting the stage for Bob Dylan's 1989 comeback with Oh Mercy, Tom Petty's first solo album, Full Moon Fever, produced by Jeff Lynne (sounding and feeling strikingly similar to this lark), and Roy Orbison's Mystery Girl, which was released posthumously. Given the success of this record and how it boosted the creativity of the rest of the five, it's somewhat a shock that the second effort falls a little flat. In retrospect, Vol. 3 plays a little bit better than it did at the time -- it's the kind of thing to appreciate more in retrospect, since you'll never get another album like it -- but it still labors mightily to recapture what came so effortlessly the first time around, a problem that can't merely be chalked up to the absence of Orbison (who after all, didn't write much on the first and only took lead on one song). Where the humor flowed naturally and absurdly throughout the debut, it feels strained on Vol. 3 -- nowhere more so than on "Wilbury Twist," where Petty implores you to put your underwear on your head and get up and dance, the epitome of forced hilarity -- and the production is too polished and punchy to give it a joie de vivre similar to the debut. That polish is an indication that Lynne and Petty dominate this record, which only makes sense because they made it between Full Moon Fever and Into the Great Wide Open, but it's striking that this sounds like more like their work, even when Dylan takes the lead on "Inside Out" or the doo wop-styled "7 Deadly Sins." Both of these are quite good songs and they have a few other companions here, like the quite wonderful country stomp "Poor House," but they're songs more notable for their craft than their impact -- nothing is as memorable as the throwaways on the debut -- and when combined with the precise production, it takes a bit for them to sink in. But give the record some time, and these subtle pleasures are discernible, even if they surely pale compared to the open-hearted fun of the debut. But when paired with the debut on this set, it's a worthy companion and helps support the notion that the Traveling Wilburys were a band that possesses a unique, almost innocent, charm that isn't diminished after all this time. [Rhino's 2008 reissue included bonus tracks.] ~ Stephen Thomas Erlewine