With AEROSMITH in a state of flux during the turn of the eighties, guitarist Brad Whitford teamed up with TED NUGENT associate DEREK ST. HOLMES, who had not long recorded an album with ST. PARADISE, to record an album for Columbia Records that was completed within two weeks. Produced by 'Colonel' Tom Allom and recorded with English bassist Dave Hewitt of BABE RUTH and former HYDRA drummer Steve Pace, Brad and Derek were so pleased with the results that the former quit AEROSMITH to concentrate on the group full-time.

Touring in the USA to promote the project included September and October 1981 support dates to FOGHAT and BLUE OYSTER CULT. However, St. Holmes decided to hook up with Nugent again and Whitford relocated to Los Angeles to work on an album with former REX frontman Rex Smith that was never released. After a period on the road touring in his erstwhile AEROSMITH guitar partner Joe Perry's JOE PERRY PROJECT, Whitford (like Perry) was eventually to reunite with his former band mates to cut 1985's 'Done With Mirrors' album. Drummer Steve Pace spent a few years in the ranks of Swiss Metal band KROKUS in the early 80's.

Having spent a brief tenure with the MICHAEL SCHENKER GROUP in the 80's, St. Holmes was handed further employment by TED NUGENT. St. Holmes would involve himself in a band project with guitarist STEVE FISTER. He also was linked to a project that had a modicum of interest from CBS Records titled BLOOM/ST. HOLMES in partnership with guitarist Ron Bloom. Unfortunately, the project was rather short-lived and St. Holmes returned to TED NUGENT.

St. Holmes returned from the wilderness by surprisingly releasing a solo album during 1998 entitled 'Then & Now'. The man also operates BIG PEOPLE, an all star band including guitarists PAT TRAVERS and ex-.38 SPECIAL man Jeff Carlisli.