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Overpass grew out of the California punk band Slovenly, which recorded for the seminal SST label in the 1980s. When Slovenly recorded its last album in 1992, three members — guitarist and singer Tom Watson, bassist Scott Ziegler, and ex-Saccharine Trust drummer Rob Holzman — decided to attempt a more cohesive, interactive approach to writing music as a group. The group's self-titled debut was released on SST subsidiary New Alliance, with a follow-up, Manhattan (Beach), completed in 1994.