The Velvet Underground is the third studio album by the American rock band the Velvet Underground. Released in March 1969 by MGM Records, it was their first record with multi-instrumentalist Doug Yule, who replaced previous member John Cale. Recorded in 1968 at TTG Studios in Los Angeles, California, the album's sound—consisting largely of ballads and straightforward rock songs—marked a notable shift in style from the band's previous recordings. Lead vocalist Lou Reed intentionally did this as a result of their abrasive previous studio album White Light/White Heat (1968). Reed wanted other band members to sing on the album; Yule contributed lead vocals to the opening track "Candy Says" and the closing track "After Hours" is sung by drummer Maureen Tucker.

Thematically, The Velvet Underground discusses love, contrasting previous releases from the band. Reed devised its track order and based his songwriting upon relationships and religion. "Pale Blue Eyes" has been hailed as one of his best love songs, although "The Murder Mystery" is noted for its experimentation in a call-back to White Light/White Heat. Billy Name took the album's photograph of the band sitting on a couch at Andy Warhol's Factory. The recording process started at short notice and while the band had a high morale, they were ultimately disappointed that Reed had created his own mix of the final product.

Contemporary reviews praised the album, which was a turning point for the band. Nevertheless, The Velvet Underground failed to chart, again suffering from a lack of promotion by the band's record label. Reed played a dominant role in the mixing process and his own mix of the album, dubbed the "closet mix", was first released in the United States. MGM Director of Engineering Val Valentin was credited for a different mix which has been more widely distributed since then. Retrospective reviews have labeled it one of the greatest albums of the 1960s and of all time, with many critics noting its subdued production and personal lyrics. In 2020, Rolling Stone ranked it at number 143 on its list of the "500 Greatest Albums of All Time".

Background Cale was fired from the group in September 1968, and Yule was brought in as a bassist. Yule was discovered by Morrison through the band's road manager Hans Onsager. Weeks after Yule joined the Velvet Underground, they began recording their third studio album. Lou Reed, the band's principal songwriter, believed that the band should not "make another White Light/White Heat. I thought it would be a terrible mistake, and I really believed that. I thought we had to demonstrate the other side of us. Otherwise, we would become this one-dimensional thing, and that had to be avoided at all costs."

According to Morrison, a majority of the band's equipment got stolen at JFK International Airport earlier in 1968, which influenced the album's sound. However, Yule rejects this claim, explaining that he has no recollection of such an event and clarifying that the band was simply playing more melodically—Tucker has corroborated this. Reed during this time had a growing taste for soothing music; in an interview with Lester Bangs he singled out tracks "Jesus" and "Candy Says", declaring the latter "probably the best song I've written..." Reed considered White Light/White Heat to be as far as the band could go with such production and additionally called each album the band made a chapter. They started recording after touring in the West Coast and band manager Steve Sesnick obtained studio time at a short notice, so the band had provided little time to prepare. At the time, Reed was managing relationships between his girlfriend Shelley Albin and Name, which influenced his songwriting.

Recording The Velvet Underground was recorded during November and through December 1968 at TTG Studios in Los Angeles. The band stayed at the hotel Chateau Marmont and toured frequently while recording. They wrote and rehearsed at the hotel in the afternoon, recording songs at night. Reed and Morrison played 12-string guitars from Fender. Morale in the studio was generally high—Yule said that recording the album "was a lot of fun. The sessions were constructive and happy and creative, everybody was working together". According to Yule, it took "a couple of weeks for the basic tracks", additionally describing it as a "studio live album". Reed intentionally tried to get Yule in the spotlight of it, and the band members suspected that this might have inflated his ego. Generally, the sessions had a happy atmosphere; Tucker said that she "was pleased with the direction we were going and with the new calmness in the group, and thinking about a good future, hoping people would smarten up and some record company would take us on and do us justice."

"The Murder Mystery" includes all four members' voices. Yule states that the song was recorded in an MGM studio on Sixth Avenue in New York, though this contradicts the record's liner notes. The album's closing song, "After Hours", has a rare solo lead vocal by Tucker, requested by Reed as he felt the sweet, innocent quality of her voice fitted the song's mood better than his own. Tucker was nervous while recording the track, and after eight takes made everyone leave except herself, Reed, and the engineer. After she finished her take, she said that she wouldn't sing it live unless someone requested it. Reed recorded multiple guitar solos for "What Goes On"; when the engineer commented on how they were running out of track space, the band ultimately decided to keep all of them, as Reed could not decide which one sounded better. When Reed did his own mix for the album—which drowned out other backing parts except his vocals—Morrison and Tucker were annoyed. Morrison described the final product as "anti-production".

Music and lyrics The restraint and subtlety of the album was a significant departure from the direct abrasiveness of White Light/White Heat. It reduced their previous effort's explicit sexual references, horror, and references to drugs, replacing those with discussions of religion, love, and loneliness. Music critic Greg Kot of the Chicago Tribune characterized it as folk rock, and Rolling Stone magazine's Troy Carpenter said that it focused on mellow, melodic rock. According to music journalist Steve Taylor, The Velvet Underground is a pop album because of its more accessible songs and "has been called Lou Reed with a backing band due to the emphasis placed on songs rather than experimental sound work." Biographer Richie Unterberger commented on its dramatic shift in sound: "Having made perhaps the loudest album of all time, it's almost as if they've now decided to make the world's quietest LP." Reed said that all of the songs on the album were in order and complement each other, elaborating in an interview with Howard Smith:There were certain questions stated in the opening song... and then it was delineated, you know, through various phases.... it ended with 'Jesus,' saying now help me do this, man.... And then after you went through all... from here to here, which is like what an average person goes through, you're faced with like 'The Murder Mystery,' which is a total reversal of everything. Because you shouldn't be faced with that, but you were.

Just like on the other albums... people didn't catch [the track order]. And on this one, I felt it was obvious. But maybe it wasn't.... And finally he sums up, he says, 'That's the Story of My Life.' But then he was faced with something else, which is once you get past you, you got you solved, so that you don't exist... But what really is going on outside you is 'The Murder Mystery... then after that, it was just kind of, well, 'After Hours.' What could you say after 'The Murder Mystery'? Except that 'you close the door, the night could last forever.' Which is true.

Reed considered each song to be impersonal "little plays". Apart from the forceful rockers "What Goes On" and "Beginning to See the Light", the album contains reflective, melodic songs that are about various forms of love, such as "Pale Blue Eyes", "Some Kinda Love", "Jesus", "I'm Set Free" and "That's the Story of My Life". Reed and Morrison's twin-guitar playing became the band's most prominent sound, and the album had spare arrangements that lacked distortion. The only song that exhibited the band's avant-garde roots is "The Murder Mystery". The song took two sessions to record, and its poem was later included in The Paris Review.

Side one Opening track "Candy Says" is based on transgender actress Candy Darling who was a member of Warhol's Factory. Yule sings a tale of Darling, who hates her body and is in emotional pain. It references Darling's thoughts by ambiguously stating "I've come to hate my body/And all that it requires in this world". Darling reappears in Reed's 1972 song "Walk on the Wild Side". Morrison says that the choice for Yule singing the song was because Reed was worn down by touring. Yule is backed by doo-wop-style harmonies and backing vocals. This was Yule's first time singing in a studio, and the song was sung by Yule at Reed's insistence.

"What Goes On" is upbeat and combines multiple lead guitar parts against an organ; this organ, played by Yule, is present in more songs on the record. Kory Grow of Rolling Stone described Reed's guitar solo on the song as "bagpipe-y". Described as the "anomaly" of side one by Rob Jovanovic, it is complete with a "twitchy beat", its sound as a result of Reed increasing the volume of his guitar during recording. R.C. Baker of The Village Voice labeled this song "one of rock 'n' roll's greatest existential anthems".

"Some Kinda Love" contains salacious lyrics, contrasting the record, but it still has subdued elements—Tucker only uses a cowbell and bass drum. It ambiguously describes love, specifically religious love. Reed references "The Hollow Men" by T.S. Eliot. He writes about two characters, Tom and Marguerita, detailing a seductive conversation between them. Victor Bockris cites this as another example "where [Reed] makes rock lyrics function as literature". Grow said that the song explains how love is uniform, while "Pale Blue Eyes" simply discussed "another kind of love", specifically adultery, according to Reed.

"Pale Blue Eyes" has been called one of Reed's greatest love songs—Morrison singled it out from the album in a 1981 interview. The composition of it dates back to 1966; it had been performed live since mid-1966. It describes adultery and sinning as an extension of the album's religious references. It was inspired by Reed's girlfriend at the time, Shelley Albin. According to Reed, he wrote it for someone he missed who had hazel eyes; it references "I'll Be Your Mirror" and Been Down So Long It Looks Like Up To Me by Richard Fariña. Additionally, Sesnick speculates that some lines are about Cale's firing. Tucker plays a tambourine. Reed praised Morrison's guitar solo in the song:

It had that beautiful stutter in it. I could never do that. I always wondered how the hell he did that. But it was just the way he played – intuitive, but intuitive matched with brain.

According to Reed, "Jesus" has nothing to do with religion, though he described it as a search song. However, in the folk ballad, Reed asks Jesus for redemption in the form of a joyous sermon. Reed had little interest in religion; the message of the song is generally secular. During the course of the song Yule's bass takes on a lead role in the instrumental backing.

Side two "Beginning to See the Light" uses a phrase associated with religious redemption. In the song, Reed discusses his imagined revelation, and affirms his distinction of being loved, this time being described in relation to religion. He addresses the free love movement with the lines "Here we go again/I thought you were my friend", later asking "How does it feel to be loved?"