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Phil and the Frantics was formed in 1963 in Phoenix, AZ. The original lineup included Phil Kelsey on saxophone and vocals, Bill Powell on guitar, Rick Rose on keyboards, John Lambert on bass, and Steve Forman on drums. After Forman left to join the Eclectic Mouse, Joe Martinez replaced him as the drummer. The band headlined their own nightclub, The Cave, and caught the attention of local figure Jim Musil, Jr., who had connections in Los Angeles, including with Phil Spector. Following the departure of John Lambert and Bill Powell, Kelsey assembled a third lineup of the Frantics, but by that time, their sound had become out of sync with the prevailing music scene.

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