High school friends Geoff Sanoff and Nick Pellicciotto met Sohrab Habibion in the Hung Jury Pub during a Lemonheads and Government Issue show in the spring of 1987. In the parking lot of a high school talent show that fall, the three first came across Steve Ward, whose band performed a particularly impressive rendition of "White Rabbit." They all agreed that Happy Go Licky was the best band in Washington D.C., and thus their musical alliance was sealed. After helping Nick's hardcore band, At Wits End, play their final shows, Sohrab joined Nick in forming a new group.

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