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The dark and dissonant blues-rock band Come formed in Boston, Massachusetts in 1990. The group was led by singer/guitarist Thalia Zedek — a recovering heroin addict and veteran of the indie-rock scene whose career included tenures fronting Live Skull, Uzi, the Dangerous Birds and White Women — and guitarist Chris Brokaw, also the drummer for Codeine. Fleshed out by a pair of Athens, Georgia refugees — former Kilkenny Cats bassist Sean O'Brien and onetime Bar-B-Q Killers drummer Arthur Johnson — Come spent its first year of existence improvising and jamming together before recording "Car," a single for the Sub Pop label which made them one of the most highly-touted new acts on the underground scene.
After signing to Matador, Come recorded their superbly atmospheric 1992 debut Eleven: Eleven in less than eight days; in 1994, they resurfaced with both an EP, The Wrong Side, and a full-length album, Don't Ask Don't Tell. After the band backed Steve Wynn on his solo album Melting in the Dark, both O'Brien and Johnson exited in 1995, leaving Zedek and Brokaw to record 1996's Near Life Experience with two different rhythm batteries; while Tortoise's Bundy K. Brown and the Jesus Lizard's Mac McNeilly backed the duo on half of the tracks, Rodan alumni Tara Jane O'Neil and Kevin Coultas provided support on the rest. The excellent Gently, Down the Stream followed in early 1998.