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Under the Covers, Vol. 3
Under the Covers, Vol. 3
Studio album by Matthew Sweet and Susanna Hoffs
Released	November 12, 2013
Recorded	Lolina Green (Matthew Sweet's home studio)
Genre	Rock
Label	Shout! Factory
Producer	Matthew Sweet, Susanna Hoffs
Matthew Sweet chronology
Susanna Hoffs chronology

Under the Covers, Vol. 3

Last updated May 27, 2025

Professional ratings
Review scores
Source	Rating
Allmusic	^[1]

Under the Covers, Vol. 3 is the third and final collaboration between alternative rock artist Matthew Sweet and Bangles singer/guitarist Susanna Hoffs. Released by Shout! Factory on November 12, 2013, it contains 14 cover versions of songs from the 1980s. The 2015 boxset Completely Under the Covers collects all three volumes, including the bonus tracks previously only available on the iTunes deluxe editions.

Track listing

#	Title	Original artist	Length
1.	"Sitting Still"	R.E.M.	3:18
2.	"Girls Talk"	Elvis Costello	3:32
3.	"Big Brown Eyes"	The dB's	1:54
4.	"Kid"	The Pretenders	3:03
5.	"Free Fallin'"	Tom Petty	4:18
6.	"Save It for Later"	The English Beat	3:27
7.	"They Don't Know"	Kirsty MacColl	3:02
8.	"The Bulrushes"	The Bongos	2:44
9.	"Our Lips Are Sealed"	The Go-Go's	2:54
10.	"How Soon Is Now"	The Smiths	5:45
11.	"More Than This"	Roxy Music	4:08
12.	"Towers of London"	XTC	4:55
13.	"Killing Moon"	Echo & the Bunnymen	4:23
14.	"Trouble"	Lindsey Buckingham	3:45

Bonus Tracks on iTunes Deluxe Version

#	Title	Original artist	Length
15.	"Train in Vain"	The Clash	2:59
16.	"You're My Favorite Waste of Time"	Marshall Crenshaw	2:28
17.	"I Would Die 4 U"	Prince	2:52

Personnel

Matthew Sweet – vocals, guitars (1, 2, 5, 13, 14), bass (1, 2, 5, 7, 9, 13, 14), keyboards (2, 6, 7, 9, 11–13), percussion (6, 12, 14)
Susanna Hoffs – vocals, percussion (2, 5–7, 9)
Dennis Taylor – guitars, bass (1–4, 6, 8, 10–13)
Andrew Brassell – guitars (2, 7), keyboards (7)
Ric Menck – drums

Production

Derek Dressler – A&R
Susanna Hoffs – producer
Matthew Sweet – producer, recording, mixing, mastering
Andrew Brassell – additional recording
Robb McCaffrie – editing supervisor
Emily Sage – A&R coordination
Karen Hartland – artwork and packaging supervisor
SMAY Design – package design
Ed Fotheringham – illustrations
Drew Reynolds – photography
Russell Carter Artist Management Ltd. – management

References

↑ Erlewine, Stephen Thomas. Under the Covers, Volume 3 at AllMusic. Retrieved 4 October 2018.

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[AM-1] Erlewine, Stephen Thomas. Under the Covers, Volume 3 at AllMusic. Retrieved 4 October 2018.

[1]

v t e Matthew Sweet
Discography
Studio albums	Inside Earth Girlfriend Altered Beast 100% Fun Blue Sky on Mars In Reverse Kimi Ga Suki Living Things Under the Covers, Vol. 1 Sunshine Lies Under the Covers, Vol. 2 Modern Art Under the Covers, Vol. 3 Tomorrow Forever Tomorrow's Daughter Wicked System of Things Catspaw
Compilations	Time Capsule: The Best of Matthew Sweet 90/00 To Understand: The Early Recordings of Matthew Sweet
EPs	Son of Altered Beast The Pillowcase
Singles	"Girlfriend"
Bands	The Specs Oh-OK Community Trolls The Buzz of Delight The Thorns

v t e Susanna Hoffs
Studio albums	When You're a Boy (1991) Susanna Hoffs (1996) Someday (2012) Bright Lights (2021) The Deep End (2023)
Collaboration albums with Matthew Sweet	Under the Covers, Vol. 1 (2006) The Pillowcase (2006) Under the Covers, Vol. 2 (2009) Under the Covers, Vol. 3 (2013)
Singles	"My Side of the Bed"
Bands	The Bangles Ming Tea Rainy Day