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  • Writer's pictureDavid Ullman

Circle Of Willis (20th Anniversary Expanded Edition)

Updated: Jul 5, 2022

Two decades ago, my brother Brian's band Circle Of Willis finished this super-solid rock record that didn't end up being officially released. It was my pleasure to pull together all of the surviving media for a deluxe digital reissue, available for free at

Of the nearly 50 Dreaming Out Loud Records releases, this is one of my very favorites. The 10-song album was originally recorded to two-inch-tape throughout 2001 and completed just as the group was disbanding in 2002. The 20th-anniversary album art design is an elaboration on a discarded treatment for the CD cover created back then by @mattjacksonstudios. Matt also took most of the photos threaded throughout the liner notes—including some excellent band portraits that were never previously used.

From the opening feedback swirls of the first song through the gorgeous acoustic closer, this eponymous (ultimately posthumous) album is full of defiant, guitar-driven rock as good as any number of debut records coming out on major labels in 2002. It's no wonder there was interest from Sony A&R man Jason Gula, who was impressed by the band's 2001 performance at Cleveland's annual High School Rock-Off competition.

I was present for that show, and though Circle Of Willis didn't take home the top prize, they definitely won the night. As you can see in the opening moments captured by band patriarch Bud Kelly in the concert video embedded below, the group comes across like a national touring act. With the house and stage lights down, drummer Zack Kelly's moody synth and electronic-percussion-based instrumental "None" plays on the PA as the lighting tech sweeps the crowd with crisscrossing beams of multicolored light—cutting across the darkened club, anticipation mounting in the capacity crowd. After a full minute of this, the spotlight hits Zack pounding out the drum part of their first song. Then bassist Mike Socrates joins in, followed by Zack's brother Cody on lead guitar. Finally, my brother Brian walks on stage and takes his place at the mic, completing the lineup and kicking into the full band power-chord-progression of "Without You."

Those High School Rock-Off shows were an annual showcase by which the band's evolution could be tracked. Brian participated in the competition all four years he was eligible. As I mentioned in this previous post, he was writing and playing original songs for packed audiences at The Odeon while I was still singing imitative covers around The Cabin campfire. One of the 1998 sets with his previous group, Enormity, was the basis for that band's DOL release. The following year, Brian returned with Circle Of Willis. The band began with him on vocals and guitar, Enormity bassist Nate Pelfrey on lead guitar, Seth Rock (great name!) on bass, and Zack Kelly on drums.

In 1999, I was a budding video professional cutting my teeth as the evening/weekend guy at WCTV, the bustling cable access station that plays such a prominent role in the CROW and STEVE documentaries discussed elsewhere on this site. However, Zack's dad Bud was already a seasoned veteran video guy. Bud Kelly filmed the group's 1999 performance in the Rock-Off finals with two cameras and cut them together like a proper home video release.

To some degree, the high-school student status requirement for the Rock-Off dictated the band roster. I seem to recall an issue with Seth aging out of ineligibility, leading to former Enormity guitarist Mike Socrates ultimately joining the group on bass. Around this time, Bud Kelly was playing lead guitar for the band. (You can hear him shredding on the album and see him in action on this 1999 C.O.W. cover of "Keep On Rockin' In The Free World" with Yours Truly getting my Eddie Vedder on singing guest vocals). For the Rock-Off performances in 2000, Brian's buddy Jesse Becerra stepped in on lead guitar. That year, I brought a camera from WCTV and captured "Misunderstood" handheld from the ground floor.

For years and years, I've been wanting to do something with the footage of these performances. They really showcase the band in an ideal context—especially the 2001 sets Bud compiled, complete with the group's signature label-maker font graphics and that stellar stage entrance. By that time, Zack's younger brother Cody was old enough to assume lead guitar duties, and the band's final lineup was in place. I'd always planned to include songs from various shows to create a comprehensive career-spanning compilation concert, more variety of which can be glimpsed in this short ad I did for the 2001 Rock-Off finals show. What I ended up doing was editing together only the Rock-Off performances—in reverse chronological order. This unusual organization was the result of wanting to highlight the band in the best possible setting, featuring the most engaging renditions of their songs.

By starting with the 2001 set, I got that great light-show opening and Bud's titles, the only bummer of which is that Mike's last name is listed as Wood (he would change it to Socrates the following year). Bud already made some helpful editing choices in selecting which songs from the two recorded 2001 sets were strongest, and by substituting my audience-level footage of "Misunderstood" from 2000, I rounded out the setlist they were playing at the time with the only song captured from that year's performances. The two-camera 1999 performance plays out in its entirety without repeating any songs and the viewing audience progresses from the balcony perspectives of the 2001 sets to the G.A. back-of-house vantage point of 2000, all the way up to the lip of the stage for the final three songs—the last of which is a buoyant cover of the Foo Fighters' "Everlong." After the final crescendo, as the crowd carries on, Brian shouts a classic, "Thank you! We're Circle Of Willis!!" and Seth does a couple of manic jump-kicks (the judges always loved his energy). I couldn't have planned it any better. It's exactly what I'd hoped to assemble. After over-thinking it for decades, the edit came together pretty easily. I found a label-maker font online as close to the one Bud originally used for the 2001 tape, tagged on some credits and song titles, and voilà!

With these legacy releases, whenever possible, I try to include something written about the music or the band—preferably from the time the record was made. In this case, the extant article from Archbishop Hoban High School Visor issue number 15 from April 10, 2001. It's short but presents some very key information. We get a timeline of the formation of the band (winter 1998), some of the notable venues they've played, the excitement about the interest from the Sony label rep, their collective influences (Incubus, Korn, Deftones, NIN, Dave Matthews Band), and even a hint at their impending end.

"Since most of us are seniors going our separate ways, we don't know what the future holds," Brian is quoted. "That's why we're making this CD, just in case the end of us comes in the next couple of months."

The then-unfinished album's working title was "What's Next." This is also the name tossed out by Rock-Off emcee Chris Axelrod (AKA "Doc Rock") before the band's 2002 "reunion set" (a rough audience recording of which can be heard on the 20th Anniversary reissue). By the time the record was wrapping up, that name had been dropped, and "Compositions" appears on the printed-out proofs Brian was given by designer Christina Holmes.

Designs by Christina Holmes & Matt Jackson (2002)

My friend and frequent collaborator Matt Jackson, who had also done the artwork for the unreleased album by Brian and Mike's other early 2000's band (Paradigm The Yoyo Crusade), took all the photos and worked on a number of layouts before bringing in his Art Institute of Pittsburgh pal Christina to finish things up. I wasn't crazy about the final image of a grassy field at sunset chosen for the cover or the title of "Compositions." I thought the record was terrific and wanted a more fitting representation to put on my own shelf. I preferred one of Matt's orange-tinted mockups that made use of circular imagery and a bit of his sketch of the actual circle of willis system of arteries that sits at the base of the brain. This earlier design carried more meaning for me, as it also called to mind the lyric from "Naked" where Brian sings:

Orange, orange as the moon that shone

Orange as the clock that glows

As faded as the love we had and let go

I remember at the time thinking this was a remarkable debut album from a band still in their teens. The writing and execution of the songs are skillful, and the recordings perfectly (pun always intended) captured the young group's sound and artistic voice. For me, it came across as both creatively confident and age-appropriate. Like U2's first LP, Boy, it's not so much an adolescent album as it is an album about adolescence.

As Brian says elsewhere in the Visor article, "I'd rather write about things I believe in strongly than pretend I'm grown up and write things I haven't the slightest clue about."

It would be another couple of years before I finally started growing into my own voice as a musician, and I was especially impressed by (and envious of ) the accomplishment.

I've long been a fan of even the outtakes and demos. I actually played on the cassette demo of "Perfect," the first COW song, written when Brian was still a freshman in high school. I almost didn't include this recording as one of the 15 bonus tracks because of my atrocious attempt at a guitar solo. Thankfully, when digitizing the tape, I forgot to switch my H4N to stereo and the channel containing that meandering mess wasn't captured.

Over the years, I'd forgotten about the band's appearances on the High School Rock-Off compilation CDs. These annual companions to the competition featured studio recordings of one song per group and were commercially available at Best Buy retail stores throughout northeast Ohio. The 1999 collection included "Perfect," and the 2001 disc featured "Without You." While trying out studios in which to record what became their full-length album, Circle Of Willis also cut a version of "Before You Hold On" in 2000. These alternate studio recordings produced in Cleveland's MetroSync Studios and Spider Studio (respectively) give a glimpse of what impact the changing personnel and producing crew made on the group's sound.

"Numb," "None," and "223" all came from the band's self-produced Demos Thus Far collection (2000), most of which was recorded at the Kelly's cabin studio—all except the acoustic ballad "Daydreamer" and the hidden track "223," which Brian recorded himself on our family home computer. Using only a $10 desktop microphone, Cakewalk Guitar Tracks recording software, and a generous amount of reverb, he got such satisfying sounds that my buddies and I in STEVE asked him to produce our whole In The Event Of Rhythm CD using the same approach. You can see pictures of Circle Of Willis in the cabin recording studio in the liner notes PDF (and slide show at the top of the page). The black and white image on the 223 lyric page is actually a still frame from a roll of diagnostic 16mm motion picture film I captured of Brian sitting at the computer recording station playing what looks to be (from the stretched formations of his fret fingers) a Dave Matthews song on one of the family Ovation acoustics.

It's very satisfying to finally preserve and present as many of the remaining Circle Of Willis artifacts I could with this multimedia release. The download bundles at include high-quality audio files encoded in your choice of format, the 20-page lyric & liner notes PDF, and the full "Live @ The Odeon (1999-2001)" concert video MP4.

Download PDF • 36.64MB

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