The line-up formed in 1964, when Don Baskin (October 9, 1946–October 22, 2019; vocalist, guitar) and Bob Gonzalez (bass guitar), both originally from the outfit Lenny Lee and the Nightmen, united with a local group called the Pharaohs. The resulting band, the Syndicate of Sound, which, along with Baskin and Gonzalez, included John Sharkey (keyboards), Larry Ray (lead guitar), and John Duckworth (drums). Several other stand-ins performed with the band, most notably Dr. Kelly E. Hejtmancik Sr. (bass guitar) of Galveston TX during the band's Galveston filming of "Little Girl".