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The alternative pop-rock/post-grunge outfitFrogpond was formed in 1994 by guitarist/vocalist Heidi Phillips in Warrensburg, MO, a college town in the vicinity of Kansas City. Initially a way to perform original songs with friends, Phillips' group grew more serious as the members (who shifted several times early on) learned to play their instruments more effectively. Gigs around the Kansas City/Lawrence area led to opening slots for the Toadies and Everclear, and eventually to a record deal with the Sony subsidiary TriStar. Produced by Everclear's Art Alexakis, their debut album, Count to Ten, was issued in 1996 with a lineup of Phillips, bassist Justine Volpe, guitarist Kristie Strmel, and drummer Megan Hamilton. Strmel left the group shortly thereafter, and Hamilton was replaced by Billy Johnson, the group's first male musician, in 1998. Frogpond spent much of that year recording their sophomore effort, Safe Ride Home, which was released in 1999.