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Alternative metal combo Depswa got started in mid-'90s Modesto, CA, when vocalist Jeremy Penick and bassist Ryan Burchfield collaborated in a band called Carcinogen. While that group had begun to build a name for itself with a series of well-received gigs in the Bay Area and a self-titled EP, by 1999 Penick and Burchfield had moved to L.A., added guitarist Dan Noonan, and renamed the project Depswa. The new lineup debuted in 2000 with the Faithless EP, and began to build an audience for its hard-hitting nu-metal with shows throughout the Southwest and its adopted hometown. By October 2001, drummer Gordon Heckaman had joined the fold, and Depswa's demos were causing some commotion among the major labels. The band eventually signed with Geffen, and began working with P.O.D. producer Howard Benson on its major-label debut. (Second guitarist James Mills also joined up at this point.) Two Angels and a Dream dropped in May 2003 and featured an aggressive sound tempered by spiritual lyrics and Penick's soaring vocals. Depswa supported the effort with appearances at that summer's Ozzfest.