The band included Greg Hawkes, who had studied at the Berklee School of Music and had played saxophone on Milkwood's album. Hawkes left to tour with Martin Mull and His Fabulous Furniture, a musical comedy act in which Mull played a variety of instruments. Ocasek and Orr then performed as an acoustic duo called Ocasek and Orr at the Idler Coffeehouse in Cambridge, Massachusetts. Some of the songs they played became early Cars songs.

Ocasek and Orr later