Lounge-jazz influenced group who are since broken up. Members included Archer Prewitt (also of The Sea And Cake), Mark Greenberg (Log Letters), John Upchurch, and N. Barry Phelps, who got together in Kansas City, and then relocated to Chicago. Albums featured guests such as Max Crawford (Poi Dog Pondering), Hal Russell and Ken Vandermark.

Albums included(all on Carrot Top Records):
Early Hi-Ball Years
Long Sound
Live at Lounge Ax