Primus. Parliament. Praxis. Three unique, trail blazing bands, each with its own style and sound. Combine the best elements from the three of those groups, and you get The Big Eyeball in the Sky, the astonishing debut album from Colonel Claypool's Bucket of Bernie Brains.

The story begins in June 2002, at the Bonnaroo Festival in Manchester, Tennessee. Les Claypool, on a break from his platinum band Primus, is scheduled to play with his other group The Frog Brigade in front of tens of thousands of fans. At the same time, the experimental and influential band Praxis were asked to perform at the festival. Unfortunately, when Praxis mastermind Bill Laswell was unavailable, he essentially stranded the group's other members - drummer Bryan "Brain" Mantia, guitarist Buckethead, and keyboard legend Bernie Worrell.

"The guys were bummed, they wanted to play," remembers Claypool. In a moment of inspiration, the singer corralled the stranded trio for a loose jam session, and cleverly dubbed it Colonel Claypool's Bucket of Bernie Brains. ("It just seemed like an interesting way to get everyone's name in the title," he says.) Though the impromptu group had only planned a one-off appearance for Bonnaroo, the show went off incredibly well. This, in spite of having no songs, no set list, and no sound check.

Normally, that would be the end of the story. But word quickly spread about the group, prompting C2B3 to book a few shows around the Bay Area, where Primus and Praxis had come to fame. A few sold-out shows later, including one amazing night in early 2003 at the Fillmore, and the consensus was that this little unorganized, impromptu "group" just had to do an album.

At first, the group tried to do a straight-up live record, in part due to their rigorous recording obligations elsewhere. "We recorded a show, and it was OK," remembers Brain, who was at the time finishing up touring and recording commitments with Tom Waits, electronica wizard BT and Guns N Roses. "But then we were like, 'let's put out a real album.' And then one thing kind of led to another. We just took the tapes we had made from Bonnaroo, listened to them in the studio and started from there."

For their first record, it was decided to keep the recordings loose. "Les had his ideas, Bucket had his, Brain had his, and I had mine," explains Worrell. "We just started playing, and hit 'record.'" Basic tracking for the record took only five days at Claypool's private studio in Northern California. "Les would lay a groove down with Brain, I'd color it, fuse it all together, and then Bucket would come in with his leads," says the keyboardist. "It's all our feels fused together."

The final results were astounding, even considering the pedigree of the band. "It all seemed very natural," says Claypool, who had previously worked with Brain in Primus and with Buckethead on several side projects. But he saves his praise for the one man he had never worked with before. "Bernie I was most amazed by. He said he'd have arthritis and that he could only do something once. So we'd just hit record, and he'd play, and our jaws would drop. His musical sensibilities are incredible."

Although the band had originally attempted to go for a casual, somewhat open improvisational approach, things changed as the band recorded. "The jams gained structure and became songs, fairly reminiscent of Bernie's "Talking Heads" days." says Claypool. Brain and Buckethead, both of whom had spent time working with Guns N Roses, were ecstatic with their newfound recording freedom. "We approached it as a free-form," says Brain. "Every take was different."

The Big Eyeball in the Sky ended up as eleven vastly different tracks, ranging from tight, four minute jam-pop political barbs ("Ignorance is Bliss") to one-take loose instrumental jams ("Elephant Ghost"). With no rules to work with, Claypool let his oddball creativity shine. He based "Tyranny of the Hunt" off of an old urban legend about a guy who injects his penis with cocaine, only to lose it to gangrene days later. "It's the power and persuasion of the male sex drive," he says. "The song is about the absurd lengths that men will go to for the sake of their penises."

The title track is a commentary on the monopoly of modern media. "The Big Eyeball in the Sky" being this influential entity that "comes through the dishes / through the billboards too / they own that gas your pumpin' out / soon they're gonna' own both Billie and you."

"Junior" is a driving funk-rock critique of the Bush administration, built upon a series of "yee-haw" chants and Claypool's dark, menacing bass line. "Look at that sonofabitch go / there's a boy named Junior / playing Uncle Sam / gotta a master plan / like Vietnam / don't give a good goddamn about Saddam / gonna drink his oil right out the can / look at him go."

"The U.S. was about to invade Iraq when we were working on this," says Claypool. "It was difficult not to let these events influence what went into the lyrics. There were, (and still are for that matter), big issues dominating the thoughts and conversations of everyone around us."

"Les is like George Clinton," says Worrell, giving him the highest praise. "He's very political, and very clever. I'd like to get the two of them working together, God willing."

With an album out September 21st, the band has lined up a fall tour, with a possible video and single on the way. Claypool has suggested that the group will adapt a visual approach in concert, perhaps including "skits and a puppet show." But before that even happens, the band has already seemingly made its mark.

"You know, there's a portion of my friends who don't really pay much attention to what I do," says Claypool, laughing. "But they're actually responding to this record."

Without further adieu, meet Colonel Claypool's Bucket of Bernie Brains...