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Merrell Fankhauser and his band The Exiles had gained some regional success with the single 'Can't We Get Along' around the Antelope Valley area of California, but things didn't pan out. Fankhauser departed, leaving behind members who would meet up in Captain Beefheart And His Magic Band, and returned to the West Coast from whence he'd come. He also left behind a bunch of singles recordings laid down at Glen F. MacArthur's studio in Palmdale, done with various local members of The Exiles, along with recordings from Gary Paxton's studio.

Fankhauser quit the surf band The Impacts in the end of 1963. In 1964, he formed Merrell & The Exiles. In 1967, back in Pismo Beach, California, he formed a new band, 'Fapardokly', with a residency at 'The Cove' club. The band was Fankhauser (guitar, vocals), Dan Parrish (bass), Bill Dodd (guitar) and Dick Lee (drums). The band's name was made up by taking letters from the last names of everyone in the group at the time: "FA" (Fankhauser), "PAR" (Parrish - a temporary bass player), "DO" (Dodd), and "KLY" (Dick Lee - drummer). Meanwhile, Fankhauser got a call from MacArthur, as a result of strong regional sales of a later Glenn Records single 'Tomorrow's Girl' b/w 'When I Get Home' and airplay on Dick Clark's American Bandstand during 1967. It was a deal to put out an album on MacArthur's label 'Glenn Records' - so Fankhauser & Fapadokly headed back to Palmdale. The band laid down two tracks at Glenn and a third at Gold Star Studios in Hollywood. The remainder of the original Fapadokly album was compiled by MacArthur and Fankhauser from existing material, later reissued by Sundazed Music.

Other recordings that did not make it onto the album have been subsequently issued. A track, "Tomorrow's Girl" by 'Merrell and The Exiles' but credited to 'Fapardokly (Merrell & The Exiles)' appears on the Rhino compilation Various - Where The Action Is! Los Angeles Nuggets: 1965-1968.

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