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The band 'Population II' was formed by proto-metal guitarist Randy Holden in 1969, after he left poineering heavy metal - acid rock band 'Blue Cheer' earlier that same year.

He left Blue Cheer after being disappointed with its organisation and how he, as the main songwriter, was being treated. He said in an interview that Blue Cheer never practiced until they were in the recording studio and in general he was unhappy with the sound of his songs in this environment. He also claimed that he was never given enough money even though the band where regularly gigging. Also he said that one member of the band had a heavy drug problem.

He left after recording half an album, which was titled 'New! Improved!'. The three songs which he was featured upon made the B-side of this album; 'Peace of Mind', 'Fruit and Iceburgs' (which he later revisited on the Population II album) and 'Honey Butter Lover'.

After he left Blue Cheer he formed Population II with ex-Kak drummer Chris Lockhead. No bass guitarist was employed, Randy Holden recorded all the vocal, guitar and bass parts on this album.

All of the songs featured on this album were written by Randy Holden, and are as follows:

1. Guitar Song 2. Fruit and Iceburgs 3. Between Time 4. Fruit and Iceburgs (Conclusion) 5. Blue My Mind 6. Keeper of My Flame

The album was briefly released, on the little known Hobbit label in 1969, and then withdrawn by his managers. His managers went to the extent of selling all 20 of his custom Sunn amplifiers and his Gibson SG Special guitar without his consent. They may have used the money to cover recording costs.

Randy Holden was one the loudest rock guitarists of alltime. He used 20 custom made Sunn amplifiers, which each blasted at 200 watts. His poineering guitar work, liberal use of the finger vibrato and feedback, have also, arguably, made him one of the most underrated guitarists of the last century.

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