Tone Dogs were formed in 1987 as a collaboration between bass players Fred Chalenor, Amy Denio and recording engineer Drew Canulette. Denio & Chalenor thought a 2-bass band would be great, and began writing music together. Soon, they roped in other great musicians & friends on the recording - Matt Cameron of Soundgarden, Fred Frith and Hans Reichel from the European improvising scene, and others.

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