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After departing from Tool in late 1995, bassist Paul D'Amour joined forces with Replicants keyboardist Chris Pitman to form the neo-alt psychedelic project, Lusk. Accompanied by Failure's Greg Edwards and Medicine's Brad Laner, the collaborators soon journeyed into a Los Angeles rehearsal studio to write and record their 1997 debut album, Free Mars. While not a huge hit, the album managed to attract enough attention to garner a 1998 Grammy nomination for Best Recording Package. Around this same time, Lusk became entangled in legal red tape with their label, prompting the various members to pursue their interests with other projects. Notably, Chris Pitman began a lengthy involvement with Guns N' Roses, and by the turn of the millennium, Lusk's future was beginning to look increasingly uncertain.


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