After the break up of Heatmiser in 1996, many members of the former grunge band moved onto other things: while Elliott Smith continued to pursue his blossoming solo career, co-songwriter and co-frontman Neil Gust pushed forward with the creation of No. 2. Consisting of Gust (guitar/vocals), Paul Pulvirenti (drums), (initially) Gilly Ann Hanner (later replaced by Jim Talstra) and a changing roster of friends, the group produced the 1999 album "No Memory", an album which carried the style and tone of Heatmiser's final record, "Mic City Sons".

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