Les Claypool, bassist of many bands, including Primus, collaborated with virtuoso guitarist Buckethead, Parliament/Funkadelic keyboardist Bernie Worrell, and former Primus drummer Brain (Bryan Mantia) under the name Colonel Claypool's Bucket of Bernie Brains (a combination of all the band members' names). They were first formed at the first Bonnaroo Music Festival in 2002. Worrell, Brain and Buckethead were there to perform with Bill Laswell as Praxis. Laswell was not able to play at the concert, so Claypool introduced them to jam with him.

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