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Singer James Grundler formed Paloalto in Los Angeles in 1999, shortly after shuttering the doors on his first band, the Din Pedals. As with the previous band, Grundler draws most of his inspiration from the U.K.'s current crop of guitar-oriented bands (Coldplay, Radiohead and Travis, etc.), so naturally, Paloalto's musical dynamics follow in the quiet-loud-quiet vein, with Grundler's expressive vocals soaring high above the music. This combination earned the band an enthusiastic fanbase in Los Angeles almost immediately; within a year, producer Rick Rubin signed Paloalto to his label, and produced their first album. This eponymous effort went largely unnoticed and after a personnel change, Paloalto went back into the studio to try again. Armed with a dozen Grundler originals, the group recorded their sophomore effort, Heroes and Villains. This effort found the band softening up some of their rough edges, resulting in a lush, beautifully crafted album with a number of could-be singles housed within. Despite using the album's stunning centerpiece, "Breathe In" as the background music on a number of teen-oriented television programs, the album failed to ignite.

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