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Steve Shockley was a high school student in 1969 when he found himself suddenly band-less, having been fired from The Montereys in his hometown of Dayton, Ohio. At that time, young local musicians such as Roger Troutman (Zapp!), Steve Arrington (Slave) and The Hawthorne Express (later to be known as "Heatwave") were still playing area talent shows and aspiring to careers such as the Dayton-based Ohio Players had already established for themselves.

Shockley formed a new band called The Young Underground. At the time, vocalist Mark Wood was singing in a group named The Nomads. The two entities merged to form an expanded Young Underground. Meanwhile, in Dallas, Fred Alexander, Jr. was drumming in a band known as Liquid Funk. Each band performed on weekends, holidays and summer vacations when school was out. Sometimes they would cross paths on their respective circuits. By 1974, the two bands had arrived in Los Angeles. The Liquid Funk personnel eventually became homesick and returned to their native Dallas. Fred Alexander remained in L.A., played gigs around town and eventually auditioned to join Lakeside (the former Young Underground). He didn't get the job but was later urged to audition again. He did and got the gig. Shortly thereafter, Lakeside signed with Dick Griffey's Solar Records and recorded their first Top Ten hit, "It's All The Way Live."

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