Thinking Plague is an American avant-garde progressive rock group founded in 1982 by guitarist/composer Mike Johnson and bass guitarist/drummer Bob Drake.

For these shows they enlisted the services of classically trained vocalist Sharon Bradford, luthier Harry Fleishman on keyboards, and Rick Arsenault on drums.

They played at a few venues around Denver in 1983 but their complicated music was not well received and Johnson and Drake decided to make an album of their material instead.

Having disbanded the "Packing House" group after their first album, Johnson and Drake recruited a new band: singer-songwriter Susanne Lewis, drummer Mark Fuller and keyboardist Eric Moon.

[4] Riding on the success of their two albums, Thinking Plague performed a series of live shows in 1987 in Denver, opening for Sonic Youth at one of them.

Fuller and Moon had also left the band in late 1987, which prompted the acquisition of three new musicians: classical pianist, Shane Hotle, bassist Maria Moran, and Mark Harris on clarinet, saxophones and flutes.

Disillusioned, Drake relocated to Los Angeles to work as an engineer and producer, and Moran left the band, leaving Thinking Plague at the point of disintegrating.

Drake and Lewis also agreed to "rejoin" (despite the distances) and with the other remaining members, Johnson, Harris and Hotle, Thinking Plague "reformed" in 1990.

During this period of dormancy Johnson toured across Europe in 1995 with Drake, Kerman and the 5uu's, but upon returning to the United States the three agreed that reviving Thinking Plague again was not a practical option.

In early 1998 the finished tracks were sent to Drake (now living in France) for mixing and production, and the result was Thinking Plague's fourth album, In Extremis, released in 1998 by Cuneiform Records.

A new member, Matt Mitchell on keyboards was recruited to replace Hotle who had left after the making of In Extremis, and Thinking Plague performed at the 1999 ProgDay Festival, followed by a tour of the eastern and mid-western United States.

It was recorded over a period of two years, with half the band members flying into Denver from across the United States to add their contributions.