Third is a live and studio album by the English rock band Soft Machine, released as their third overall in June 1970 by CBS Records.

"Facelift" is a live recording by the previous line-up of the band, a five-piece with Lyn Dobson on saxophone and flute alongside Ratledge, Wyatt, Hopper and Dean.

In the ending section, two different treatments of the same basic riff (one from the live concert, the other, at double speed, from Spaced) are heard backwards simultaneously.

At the time of the five-piece line-up, "Facelift" was typically expanded with solo improvisations and showcases by Lyn Dobson on flute, vocals and harmonica.

[5] "Backwards" later appeared on fellow Canterbury Scene band Caravan's 1973 album For Girls Who Grow Plump in the Night, as part of the "A-Hunting We Shall Go" medley.

[6] "Moon in June" is the last song with lyrics that Soft Machine recorded, and their last look back to their progressive rock, pre-jazz sound.

[5] The lyrics borrow from Soft Machine's earlier "That's How Much I Need You Now" and "You Don't Remember",[7] but largely from new vignettes recorded in a demo by Wyatt in October 1968 while on holiday in New York state.

A pre-Third performance that includes a shortened instrumental Part 1 was recorded live at the Fairfield Halls concert and appears on Soft Machine's 2000 Noisette archive release.

"Out-Bloody-Rageous" is an instrumental composed by Ratledge, with sections featuring repetitive multi-tracked electric piano parts, in a style inspired by the work of Terry Riley.

(The original vinyl edition of Live at the Proms 1970 had a fade-out and fade-in of the drum solo connecting the second and third pieces, as was necessary for a two-sided LP.)