Pinebender is a rock band from Chicago, Illinois. In autumn of 1997, Matt Clark, Chris Hansen, and Stephen Howard got together to manufacture a series of songs that Hansen had written. Cast in a second-floor bedroom at Stephen's parents' Wilmette, Illinois, home, the music revolved around crawling tempos and loud, soaring guitars. After relocating the gear to a proper rehearsal spot within city limits, the band set its sights on recording.

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