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Forming in Chicago, Illinois, United States in 1998 out of the ashes of several failed rock bands, Zelienople was a godsend for the members. Keyboardist / clarinetist Brian Harding, bassist / synth player Matt Christensen, and drummer Mike Weis came together out of a similar dislike for their previous experiences and a love for drone-based jazz. Combining their many strange and psychedelic influences into a lean sound, the group gigged around Chicago until a chance to record for Loose Thread gave them the chance to release Pajama Avenue, their debut, in the spring of 2002.