Gentle Giant formed out of the blues based (and later psychedelic) group Simon Dupree & The Big Sound in 1970, which featured the multi-instrumental Shulman brothers Derek Shulman, Ray Shulman, and Phil Shulman They joined with guitarist Gary Green, keyboard player Kerry Minnear, and a series of drummers (John Weathers most consistently, also Martin Smith and Malcom Mortimore) to play music beyond the scope of ordinary rock, though with still a hint of blues in Green's guitar. Minnear's elaborate arrangements featured elements of both medieval polyphony and twentieth century composition.

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