Formed by two founding members of the Barenaked Ladies, this pair of brothers plays music written mostly by Andy Creeggan. Andy quit BNL in the mid 90s, just before the band took on a new manager and did its first blitz of the US. Andy went off to McGill university to study composition. The first tune on "Sleepyhead" is called "You will be adored", and seems to be written about Jim by Andy. Jim is the acoustic and electric bass player for BNL and also provides backup vocals. Shortly after Andy left the band, BNL hired Kevin Hearn to replace Andy on keyboards.