Jeb Banner- Guitar, Bass, Vocals. Finn Swingley- Guitar, Drums, Vocals, Keyboards. Greg Backus- Guitars, Bass, Drums, Vocals, Keyboards.  Indianapolis, 1998-9.  This configuration played one live show at Second Story c. 1999 with Bill Cameron sitting in on drums and guitars.

The project produced a full album that has recently surfaced. It was recorded in Lon Paul's 52nd and Penn house in Indianapolis.  Bill was only present for the show and drums on a couple songs.  Jorma Whittaker contributed some vocals.  Dissolved when Greg Backus moved away.