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Going under their original moniker Miss America when the got together in 1989, the members Julian Koster (vocals/ guitar/ accordion), Liza Wakeman (violin), Alan Edwards (guitars), Keith Block (drums) and Paul Wells (bass) wanted to create more of a phonouneum in their hometown of Tampa Bay, Florida rather than just another run of the mill indie rock band. This resulted in not only their "Chocolaty Good Smash Hit of the Month Club" - a fan club which members received a monthly newsletter and a new song through the mail - but also their own a radio show and an annual indie-fest which they helped organized. With their eventual name change to Chocolate U.S.A. in 1992, instigated by a lawsuit, Bar/None Records took notice of their antics and re-released their first demo All Jets Are Gonna Fall Today that same year. Two years later, their second album Smoke Machine followed.