Palace In Thunderland was formed by Andy Beresky (guitar/vocals), Monte Newman (guitar/vocals), and Adam Abrams (bass/keyboards) as a new musical entity after the three had worked together in the Western Massachusetts indie rock band Skyball. Andy and Monte began working on the initial material around 1998, focusing on a heavier and more psychedelic sound. Newman left for school in Florida, and the two were left with only a rough demo tape of two songs, "Sonic Throne" and "Into The Maelstrom.

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