After changing their name to The Paupers in early 1965, the group attracted the attention of local manager Duff Roman, who signed them to Toronto's independent label Red Leaf.

A cover of "Long Tall Sally" followed in the spring of 1966, by which point the group had parted with Roman (who subsequently became program director of CKFH) and signed up with Bernie Finkelstein (later Bruce Cockburn's longstanding manager).

However, shortly after a show at the El Patio on July 24, 1966, Marion left and subsequently recorded a solo single before moving into production work and playing with The Last Words.

Mitchell quickly asserted himself as the group's new lead singer and chief songwriter with Skip Prokop, and debuted with the band at the Broom and Stone in Scarborough on August 14, 1966.

Finkelstein signed the new line-up to New York City label MGM shortly afterwards and on September 24 the group made an appearance at a 14-hour pop music show held at Toronto's Maple Leaf Gardens, featuring 14 top local bands.

The tour included an appearance at New York's Cafe Au Go Go opening for Cream, scheduled for September 28 – October 1 (but cut short due to faulty equipment) and headlining at the Grande Ballroom in Detroit with The MC5 in support on November 3–5, 1967.

Prokop started to grow restless and was soon drawn into the lucrative session world; he duly appeared on Peter, Paul & Mary's single "I Dig Rock And Roll" and Richie Havens' album Something Else amongst others.

Following a final date at New York's Electric Circus running from August 29 to September 1, Prokop left to form Lighthouse,[2] while Campbell joined Janis Joplin's Kozmic Blues Band.

In October, a new line-up of The Paupers featuring Mitchell, Beal, Ord, and original bass player Denny Gerrard (who had played with McKenna Mendelson Mainline in the interim) was formed to pay off the existing debt.

1945) from Edward Bear and Magic Circus completed the lineup, which debuted at the Night Owl in Toronto on October 26–27 and continued to play locally to positive reviews.

Mitchell briefly embarked upon a solo career, playing the folk circuit in Ontario and then worked as a producer for McKenna Mendelson Mainline, The Manhattan Transfer and Linda Ronstadt.