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ST 37 drew its membership from two other Austin-based groups, the Elegant Doormats and Tulum, when it formed in 1987. Bass player S.L. Telles and John Foxworth, ST 37's first drummer, established the Elegant Doormats in 1982. Singer Carlton Crutcher and guitar player Joel Crutcher were part of the founding lineup of Tulum, a band that first made an appearance in 1985 and was among the Rabid Cat Records stable of artists before the label folded Foxworth, too, spent some time with Tulum. Telles, Foxworth, Carlton Crutcher, and Joel Crutcher then came together as ST 37, needing only the addition of keyboardist Jon Torn to complete the band's sound. The keyboardist, who is the son of actor Rip Torn, formerly played with a group called Thanatopsis Throne.
The group's first recording efforts were put out in cassette format only, starting with Billygoat Nothinghead, an EP. By 1990, ST 37 graduated to a vinyl release, From Twisted Minds Come, an anthology from Noiseville Records. Not long after, the lineup shifted. Torn gave up the keyboard to Shane Shelton, while Foxworth stepped aside on drums for Lance Farley. The band put out the cassettes From Space w/Love and Feature Silica Vicarious before issuing its first CD, Invisible College. Before ST 37 put out the single "Taboo/Hoodoo," the band expanded to include a sixth member, rhythm guitarist Craig Johnson, formerly of Puffy Brutha Man. Not long after the band attended the Arizona Music Conference, ST 37's lineup shifted in a big way. Cisco Ryder took over on the drums for Farley, and guitarist Johnson and keyboardist Shelton also dropped out.
Remaining as a four-man band,ST 37 played along the west coast in 1993 before Prospective issued "The Gypsy's Curse" the following year. After several weeks of touring the Midwest, the group hooked up with Minneapolis' Twin Tone Records, but the deal failed to pan out. With the help of Prospective executive John Kass, the band took Glare, a double album, to a label based in Rome, Helter Skelter. A Midwestern tour with Green Machine, a Prospective band, followed. After several more recording sessions, drummer Dave Cameron came aboard to replace Cisco Ryder G. The group expanded in 1997 when Mark Stone joined the band to play rhythm guitar.