Les Claypool, bassist of many bands, including Primus, collaborated with virtuoso guitarist Buckethead, Parliament/Funkadelic keyboardist Bernie Worrell, and former Primus drummer Brain (Bryan Mantia) under the name Colonel Claypool's Bucket of Bernie Brains (a combination of all the band members' names). They were first formed at the first Bonnaroo Music Festival in 2002. Worrell, Brain and Buckethead were there to perform with Bill Laswell as Praxis. Laswell was not able to play at the concert, so Claypool introduced them to jam with him. From this point, they developed the concept of this supergroup. Their early concerts pushed the improvisational envelope by preparing no material and not rehearsing beforehand.

In 2004 the group recorded their first and so far only album "the big eyeball in the sky" and toured nationwide in support of the album. Soundboard recordings from this tour can be found at c2b3live.com.

The band briefly reunited without Brain at the 2006 Wakarusa Festival where, during Les Claypool's Fancy Band set, Bernie and Buckethead came onstage and played "the Big Eyeball in the Sky". Claypool dubbed this incarnation "Colonel Claypool's Bucket of Bernie Baldi", Baldi being Paulo Baldi who was a drummer for Cake and The Fancy Band.

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