While working on the Air album in Paris in the winter of '99, Brian Reitzell and I, Roger Joseph Manning Jr. fantasized about putting together yet another side project (we had already teamed up for the soundtrack album to Logan’s Sanctuary, the fictitious follow up to Sci-fi film classic Logan's Run, for Emperor Norton Records). We had had such fun working with old Jellyfish band mate Jason Falkner on a couple of tracks for the soundtrack album that we wondered what would happen if we all got together for a new project inspired by all of our collective 80s influences.

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