After Louisville, KY's Big Wheel broke up in 1993, frontman Peter Searcy and drummer Tom Tompkins formed a new project called Starbilly. Searcy had begun his career as lead singer of the seminal American underground band Squirrel Bait, and had cooled off much of his punk angst in the better-produced, more collegiate Big Wheel, whose music meshed well with the adult alternative rock format (à la Searcy's main vocal influence, Paul Westerberg). Starbilly continued in much the same vein as Big Wheel, albeit with more of a post-grunge flavor and a fuller sound thanks to the inclusion of two guitarists. Starbilly released an EP, With Loving Care, that featured two unreleased Big Wheel recordings; it was followed by the group's only full-length album, Master Vibrator, issued in 1995 by Buzz Records. Having gone virtually unnoticed by larger labels, Starbilly disbanded in 1996. Searcy moved to Atlanta and eventually began a solo career, which kicked off with 2000's Could You Please and Thank You.
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