Spacemen 3 were an English alternative rock band, formed in 1982 in Rugby, Warwickshire by Peter Kember and Jason Pierce. Their music is known for its brand of "minimalistic psychedelia". Spacemen 3 had their first independent chart hits in 1987, gaining a cult following, and going on to have greater success towards the end of the decade. However, they disbanded shortly afterwards, releasing their final studio album post-split in 1991 after an acrimonious parting of ways.

In November 1985, Spacemen 3 played a gig at a leisure centre in Coventry to an audience of fewer than ten people. Nevertheless, encouraged by the support of Pat Fish, they determined that they ought to record a new demo tape. By this time they had reconfigured and honed their musical style, and their repertoire consisted of newer songs and re-worked older ones. "The band's sound had crystallised into the intense, hypnotic, overloaded psychedelia which characterised their early [record] output, and which would serve as a template for their live act throughout their existence" (Ian Edmond, Record Collector).  At Pierce's instigation, Pete Bain rejoined the band on bass in order to fill out their sound. Despite being a 4-piece again, they would retain the name 'Spacemen 3'. Kember and Pierce opted to upgrade their guitar equipment ahead of recording the new demos. Kember purchased a Burns Jazz electric guitar and 1960s Vox Conqueror amplifier; whilst Pierce bought a Fender Telecaster and a 1970s HH amplifier. Both of their new amplifiers included distortion/fuzz and tremolo; these two effects were key components of Spacemen 3's signature sound.  In January 1986, Spacemen 3 attended the home studio of Carlo Marocco at Piddington, outside Northampton, to record their new demo tape. They spent three-and-a-half days at the 16-track studio. Recording live as a group, with minimal overdubs, they managed to get demos for approximately seven songs. Kember and Pierce handled the production. These "fine set of performances" (Ned Raggett, AllMusic) would later be unofficially released as the vinyl album Taking Drugs to Make Music to Take Drugs To on the Father Yod label in 1990 (albeit described incorrectly as "rehearsals in Rugby").  Spacemen 3 managed to obtain a record deal shortly after producing their new demos. Pat Fish had given a copy of the demo tape to Dave Barker, the owner of the independent record label Glass Records, to whom Fish's band The Jazz Butcher were signed. Spacemen 3 signed a three-year, two-album recording contract with Glass Records in early 1986.

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