This band has a slightly convoluted history. Keyboardist and vocalist Ken Elliott and drummer Kieran O'Connor were originally in the insanely creative Second Hand, a group that definitely remained psychedelic while also predicting prog rock. After two superb albums (REALITY and DEATH MAY BE YOUR SANTA CLAUS), Second Hand had lost their guitarist. Bassist George Hart, who joined on DEATH MAY BE YOUR SANTA CLAUS, still was in the group, so they auditioned new guitarists.

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