In early 1971, Bill Champlin decided he wanted to play with a new rhythm section, and formed this band for a brief series of club dates around the Bay Area. The group was comprised of fellow Sons of Champlin bandmates Terry Haggerty and Geoffrey Palmer, along with the new rhythm section of Dave Schallock (a later member of Big Brother and the Holding Company) and drummer Bill Vitt (who would later become the drummer for Jerry Garcia and Merle Saunders' band). The group never practiced, but often played impromptu gigs at the Lion's Share in San Anselmo, California. Though the group never recorded an album, it represents an important chapter in the career of Bill Champlin.