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One of the longest running of all experimental rock bands, the Red Crayola have spent most of their long and varied history billed as the Red Krayola. Under their original spelling, they were a Houston-based trio organized by Mayo Thompson in September of 1966, with Steve Cunningham on bass and Rick Barthelme on drums. Embracing an unconventional approach to their instruments and melodic structures, they were signed to Lelan Rogers' International Artists label in 1967 after Rogers saw them engage a crowd at a shopping mall concert with their minimalist energy. The Red Crayola cut their first LP early that year, The Parable of Arable Land, assisted by several dozen noise-making hippies dubbed "the Familiar Ugly" (including Roky Erickson on organ). The group's sound was one of the bolder, less obviously commercial psychedelic incarnations of the era, which was precisely what Thompson had in mind. In one of the few examples of Thompson and his bandmates obeying conventional music industry wisdom, they changed the group's name to the Red Krayola when they received word that the makers of Crayola Crayons were considering a lawsuit against them. The band's second album, God Bless the Red Krayola and All Who Sail with It, debuted the new name, as well as new drummer Tommy Smith, who replaced Rick Barthelme. The album was another eccentric landmark that set the stage for Thompson's long and eclectic history as the Red Krayola.