The group was formed in September 1966, in San Francisco, at the instigation of Skip Spence and Matthew Katz. Both had been previously associated with Jefferson Airplane, Spence as the band's first drummer, playing on their first album, "Jefferson Airplane Takes Off", and Katz as the band's manager, but both had been dismissed by the group. Katz encouraged Spence to form a band similar to Jefferson Airplane, with varied songwriting and vocal work by several group members, and with Katz as the manager. According to band member Peter Lewis, "Matthew (Katz) brought the spirit of conflict into the band. He didn't want it to be an equal partnership. He wanted it all."