At first, Traveling Wilburys Vol. 3 seems hopeless, annoying. The sweet little jokes of the group's first album the false names taken by Bob Dylan, Roy Orbison, Tom Petty, George Harrison, and Jeff Lynne, as well as the whimsical history for the band that they cooked up have turned sour on this new release, becoming corny and irritating. Why the dumb joke of the title, calling their second release Vol. 3? Why a whole new set of silly pseudonyms (Dylan, once ''Lucky,'' is nono''Boo'')? Why the aural spectacle of aging pros doing something called ''Wilbury Twist,'' for heaven's sake? The first album was easygoing and frequently humorous, but it was also bracingly direct and, beneath its careful casualness, unironically passionate..It's as if, when Orbison died, he somehow took with him many of the group's best qualities.
But that's only how it seems at first. After a few listens, the music on Vol. 3 begins to kick in, and much of the corniness is transcended. The key to the album is its latter half, beginning with the careening blues-rock of ''Where Were You Last Night?'' The song is set up as a parody of the misogyny Dylan has been accused of at least as far back as ''Like a Rolling Stone.'' In this case, however, what begins as an accusatory rant demanding to know why his woman wasn't waiting for him by the kitchen stove when the old Wilbury traveled home rapidly becomes an exhilarating criticism of such macho paranoia, complete with silly rhymes: ''Where were you last week?/Were you up a creek?''
This spirited self-satire is followed by the sly, loping ''Cool Dry Place'' and the lovely ''New Blue Moon'' Dylan croons the verses, they all yowl the chorus, and you can almost hear Orbison's shimmering tenor wafting over the pretty melody. After this, even ''Wilbury Twist'' can be forgiven. (Do you think they'll make Chubby Checker a Wilbury next time around?)
On their own, each of these men has his flaws: Dylan's laziness, Petty's aimlessness, Harrison's whininess, Lynne's fussiness. As Wilburrs, they pull themselves together, and their music is at once tighter and more casual. As Vol. 3 works its charm, you realize that it's only by indulging in all that coy Wilbury malarkey that these duffers can throw off their heavy fame, relax, and make good music. B+