This fantastic album is the exact opposite of "White Light/White Heat": where "WL/WH" was loud, this one is quiet; where "WL/WH" was bold, this album is beautiful; where "WL/WH" was an undisputed masterpiece, this album is...um, also an undisputed masterpiece. (Damn, that was going so well...).

The Velvet Underground were such a great band they probably could have made even third-rate material sound interesting. Fortunately, they were never faced with this challenge. During his days with VU, Lou Reed was on one of the all-time great songwriting tears; and nowhere is this more obvious than on the band's eponymous third album. For the ballads alone, Reed's work here is staggering -- "Pale Blue Eyes," "I'm Set Free," "Candy Says," "Jesus." Throw in the two delirious rockers "What Goes On" and "Beginning to See the Light" and the undefinable but wonderful "Some Kind of Love," and you begin wondering which devil Reed made his pact with. No joke, folks: Lou has come up with a batch of songs here as uniformly strong as 'Blood on the Tracks' or 'Plastic Ono Band.' I can't give any higher praise than that.

After the noise fury and hedonistic characters introduced in their first two albums, Lou Reed & Co. take a wide left turn on this graceful classic. This is an album of fantastic breadth with some of Reed's finest writing ever. The quiet beauty that surrounds songs like "I'm Set Free" shows that the Velvet Underground could perform just about any type of song. The rhythm-guitar on "What Goes On" is simply awesome. "Beginning to See the Light" is joyous. Other tunes demonstrate the group's vulnerability. The bookend songs, "Candy Says" and "Afterhours" are heart-breaking. "Pale Blue Eyes" and "Jesus," perhaps the best songs on the album, are soul-wrenching. Though this may not be their best album, it is my personal favourite and my recommendation for those unfamiliar with the group.

Mercurial without being alienating, enigmatic without being esoteric, syncretic without sounding disparate, jaded but with a fantastic sense of humour and absurdity...This is what happens when a band is so confident in it's own talent that it knows it doesn't have to convince anyone else...and just has fun.

Soft, sad, and subdued as this album is, there is an inherent sense of affirmation (of what is a subjective choice) that threads it's way through the emotional labyrinth of this album. From the wistful "Candy Says" to the chilling, hymn-like "I'm Set Free" to the mordant (yet strangely unpretentious) wit of "The Murder Mystery" to the surprisingly vulnerable intimacy of "After Hours," this Lou Reed and his Velvets at their melodic best. No, it's not perfect, but it's flawed in the best kind of way...its been a steadfast fixture in my admittedly ever-changing music collection. It has a subtly hermetic atmosphere...just let it envelope you.

I just purchased this remastered version of the Velvets' 3rd album, which provides both good news and bad news. The good news is that the sound is definitely improved, with far greater clarity and the guitars louder in the mix. The bad news is that the original version of "Some Kinda Love" is missing. Some genius decided to replace the original with an inferior version - different instrumental track, different vocal track, and different lyrics. This new track could have been added as a bonus track if somebody felt that the world needed to hear it, but --- what were you thinking? Plus, there's no mention anywhere inside or outside the booklet that this remastered CD no longer contains the original, far superior version of "Some Kinda Love."

One star deducted for somebody messing with a rock 'n' roll classic and showing contempt for fans of the music.