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The Other Side was an American band formed in 1965, evolving from the Topsiders, a surf combo established at Fremont, California's Washington High School in 1964. The original line-up of the Topsiders included Jim Sawyers on lead guitar, Ken "Toad" Matthew on drums and vocals, Tom Antone on bass, David Tolby (born David Phelps) on second lead guitar, and briefly, Skip Spence on rhythm guitar in 1965. By the end of 1965, the band transitioned to The Other Side, featuring Tom Antone on bass, Ken "Toad" Matthew on drums and vocals, Jo Kemling and Edward Johnston "Ned" Torney III on keyboards, Danny Phay on vocals, and Martin Van Slyke Battey on harmonica, guitar, and vocals starting in January 1966. In mid-1966, the line-up included Tom Antone, Ken "Toad" Matthew, Edward Johnston "Ned" Torney III, Alan Graham on guitar and vocals (who came from the band Lord Jim Quintet), and Martin Van Slyke Battey. After the departures of Tom Malone and Martin Battey, the remaining members recruited bassist Wayne Paulsen and renamed themselves Bogus Thunder.

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