Acid-punk outfit William Penn and His Pals formed at the College of San Mateo in late 1964; originally dubbed the DiscCounts, the founding lineup comprised singer Neil Holtmann, guitarist Mike Dunn, bassist Steve Sweet and drummer Ron Cox. Keyboardist Dave Lovell signed on in early 1965, and a few months later the group significantly overhauled its lineup and look–adopting the moniker William Penn and His Pals, the band (now Holtmann, Cox, Lovell, guitarist Mike Shapiro and bassist Steve Leidenthal) adopted Revolutionary War-era stage garb that included ruffled shirts and tri-cornered hats. The addition of former Nomads guitarist Jack Shelton swelled the roster to a six-piece, and for a short time, the lineup also included a second drummer, Mickey Hart, who would later sign on with the Grateful Dead. In early 1966 keyboardist Gregg Rolie replaced Lovell–in time he assumed the lion's share of vocal duties as well, resulting in Holtmann's dismissal from the group. William Penn and His Pals were a regular presence on the Bay Area live scene, opening for the Jefferson Airplane, Paul Revere and the Raiders and Them; in 1966, they cut their lone single “Swami" (credited to the William Penn Fyve), later anointed an underground classic thanks to its inclusion on the third Pebbles collection. A deal with the Fantasy label was pending, but in 1967 the group dissolved, with Rolie subsequently joining Santana. In 2003, the Beat label collected all of William Penn and His Pals' recorded output on CD.
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