Three Friends

From Gentle Giant Home Page
(Redirected from Mister Class And Quality)
Jump to navigation Jump to search
For other uses of "Three Friends", see Three Friends (disambiguation).

About the Album

Gentle Giant's third album was their first concept album, as stated in the liner notes:

"The idea of this album came about simply from normal conversations within the group. You know how people often reminisce about old school friends and wonder whatever became of them; or the people who surprise us with their successes or failures. Anyway, the theme in this album is based on three people - friends at school but inevitably separated by chance, skill and fate."

The three school friends grow up to become a road digger (Working All Day), an artist (Peel The Paint), and a white-collar worker (Mister Class and Quality?) who can no longer understand each other's lifestyles. But regardless of the storyline, the music is astounding, ranging from raucous rock to exquisite choral work, and ending with the stunningly beautiful title song.

Tf-usa.jpg (USA cover; same as the cover of Gentle Giant)

Tf-eu-back.gif (European cover, back side)


Gary Green - guitars, percussion

Kerry Minnear - keyboards, vibraphone, percussion, Moog, vocals

Malcolm Mortimore - drums

Derek Shulman - vocals

Phil Shulman - sax, vocals

Ray Shulman - bass, violin, 12 string guitar, vocals

Assisted by Calvin Shulman, Ray's son (boy's voice on Schooldays).

Other liner notes:

  Engineer - Martin Rushent
  Produced by "Gentle Giant"
  Sleeve design - Rick Breach

  All titles written by GENTLE GIANT
  (Shulman, Shulman, Shulman, Minnear)
  All selections © 1972 Excellency Music (ASCAP)

Track List

  1. Prologue (6:12)
  2. Schooldays (7:33)
  3. Working All Day (5:07)
  4. Peel The Paint (7:25)
  5. Mister Class And Quality? (5:51)
  6. Three Friends (3:00)


All lyrics reproduced with the permission of DRT Entertainment (USA) and Alucard Publishing, Ltd. (UK).

- submitted by Marshall Wood


For other uses of "Prologue", see Prologue (disambiguation).

Lead vocals: Phil

Three friends are made, three lives are laughs and tears
Through years of school and play they share
As time stands still the days change into years
And future comes without a care.
But fate and skill and chances play their part
The wind of change leaves no good-bye
Three boys are men their ways have drawn apart
They tell their tales to justify.


Lead vocals: Kerry/Phil

The bell rings
And all things
Are calling
The days past
The play's cast
When we were
Schooldays the happy days when we were going nowhere
Schooldays the happy time when we were feeling no care
Schooldays when three said that we'd better be friends forever
How long is ever isn't it strange
Schooldays together why do they change.
Did kites fly
And I spy
And you cry
To run fast
Or come last
You know how
We made vows
They're gone now
We made friends
We broke friends
No more friends
Remember when we
Went to the sea
Was it real or did we dream. The days of children gone.
Seagull's scream and pink ice cream and the deep blue sky
And the waves seem high and golden sand and the town
brass band play on.
Wait for me
Wait for us always
Wait for me
Wait for us to come
Homework's dull. It's worth the pain to go out when I want
Mister Watson wants to see you in the master's room. It's
about the work you should have done and I think you
must go now.

Working All Day

Lead vocals: Derek

Working all day, I'm digging up the roads, just working all day
Dig for my pay and spend it where I like. I've nothing to say
Drown in my sweat but money buys escape. I've got no regrets
Working all day
Working all day
When I was young I used to have illusions - Dreams ain't enough.
Papa was rough. He didn't care for learning. Hell life is tough.
Easy to say that everybody's equal then look around and
see it ain't true.
Working all day
I eat the dust. The boss gets all the money. Life ain't just.
I'm still the same as all the other people - who can I trust
Working all day and never getting nowhere, what can I
say working all day
Working all day.

Peel The Paint

Lead vocals: Phil (Part 1), Derek (Part 2)

Free from the start -
Left to depart -
Finding the pleasure and the pain in his art.
Lost in the hush -
No need to rush -
Time waits for him, him who creates with the
Colour the brush.
High in the air -
His dreams are there -
Searching for answers he will look everywhere.
Thinks he has won -
A place in the sun
Free from the worries and the ways of everyone.
Peel the paint
Look underneath
You'll see the same, the same old savage beast.
Strip the coats
The coats of time
And find mad eyes and see those sharpened
Nothing's been learned -
No nothing at all.
Don't be fooled, get up before you fall.
Carnal grave
Crawling smooth
Open flesh and you must let him in.
Glass reflects
What you are
It shows the face, the evil face of sin.

Mister Class And Quality?

Lead vocals: Derek

Look around my rooms and see the prizes I have showing
Working hard to build my life and plan the way I'm going
House and car and pretty wife - they've all been won by knowing
                                    All been won by knowing
                                    All been won by knowing.
Paperwork, white collared shirts - where would we be without
Man of class and quality - I never shout about them
Choose my friends for my own ends.
                             You can't succeed without them
                                 Can't succeed without them
                                 Can't succeed without them.
Middleman sees straight ahead and never crosses borders
Never understood the artist or the lazy workers
The world needs steady men like me to give and take the orders
                                  Give and take the orders
                                  Give and take the orders.

Three Friends

Lead vocals: ensemble

Once three friends
Sweet in sadness
Now part of their past.
In the end
All in gladness             (See note)
Went from class to class.

Note: The album's printed lyrics read, "Full of gladness," but the voices are clearly not singing the word "of." Gary Green proposes that the line might be "Full in gladness":

"Sounds to me like 'in', and not 'of'... and somebody (not mentioning any names here) jumps in early, so a double attack on the word 'in'. So that's why it sounds a bit off. It's Phil, Derek, Ray and Kerry singing together around 2 mics (Neuman 87?), triple tracked, as I recall. Could be that the lyrics were submitted to the printer before the final vox were finished, but it does sound like 'in' to me, and not 'of'."

To my ears, the line sounds like "All in gladness," which makes more sense semantically than "Full in gladness," so that's what I've presented here.

Cool stuff in the music

  • This album features four Shulmans: Derek, Phil, Ray... and young Calvin (Ray's son) singing the schoolboy vocals on Schooldays. (Thanks to Daniel Lluch.)
  • In Schooldays, just after the vocal part with the lines "Schooldays together, why do they change," there is there is part (guitar and vibes in unison) that plays the theme from a kids' song, "Cry Baby Bunting." (Thanks to Michael Beauvois and Paul Christenson.) Richard McCready offers a different opinion that the theme is from "Ring Around the Rosie."
  • The little repeated riff in the introduction of Working All Day reappears in the main riff in the background, and also at the end of the song (though harmonized a little differently). (Thanks to KoKl Cormier.)
  • In the first (quiet) part of Peel The Paint, listen to the organ part played after Phil sings "color the brush." It is the basis for the hard-rocking vocal melody in the second part of the song ("Peel the paint, look underneath..."). (Thanks to Michael Beauvois.)
  • Phil Shulman's first sung note in Peel The Paint is noticeably sharp... oops. (Thanks to Ian McGrath.)
  • The slow, majestic bass part for Three Friends is played faster and more quietly at the beginning of Mister Class And Quality?. (Thanks to Michael Beauvois.)

Music files

MIDI files

MIDI File Title Album Contributor
DR3FRIEND.mid Three Friends (song) Three Friends Daniel Rheault
3f-mueller.mid Three Friends (song) Three Friends Georg Mueller
Prologue.mid Prologue Three Friends Maurizio Guarini
3friends.mid Three Friends (song) Three Friends Dan Barrett
Misterclass.mid Mister Class and Quality? Three Friends Martin Bellemare

Sheet music

Sheet Music File Title Album Contributor
Three-friends-dbarrett.gif Three Friends (song) Three Friends Dan Barrett
Prologue-ttervo.pdf Prologue Three Friends Tuukka Tervo
Prologue-dbornemark.pdf Prologue Three Friends Dan Bornemark
Mister Class And Quality Mister Class And Quality Three Friends Wheat Williams, Phil Smith
Peel The Paint Peel The Paint Three Friends Wheat Williams, Phil Smith
Schooldays Schooldays Three Friends Wheat Williams, Phil Smith
Prologue Prologue Three Friends Wheat Williams, Phil Smith
Working All Day Working All Day Three Friends Wheat Williams, Phil Smith

CD releases

This list is out of date.

Country Label Information
Germany LINE Records, LICD 9.00730
USA Columbia, CK 31649
Germany Repertoire Records


On the Columbia disc, the track marker for track 6, "Three Friends", is mistakenly placed in the middle of the previous track, "Mr. Class and Quality." Columbia's vinyl release of Three Friends has the same incorrect track location. Columbia claims that their placement is correct.


See also