for his first listen to Dylan's demonstration acetate of the song. For some months, the group appeared as the first "real" Grass Roots. They were used by Dunhill to back up The Mamas & the Papas and Barry McGuire, and became a house band at The Trip nightclub in Hollywood. The partnership with Sloan and Barri broke up when the band demanded more space for their own more blues rock-oriented material (which Dunhill was not willing to give them). Willie Fulton (lead vocals, guitar), Denny Ellis (guitar, backing vocals), and David Stensen (bass, backing vocals) went back to San Francisco, with drummer Joel Larson being the only one who remained in Los Angeles (he later returned to the group in 1971). Fulton, Ellis, and Stensen continued to appear as the Grass Roots, with original Bedouins drummer Bill Shoppe, until Dunhill ordered them to cease, because the label decided to start all over again with another group, whom they would groom to be the Grass Roots. In the meantime, the second version of "Where Were You When I Needed You" peaked in the Top 40 in mid-1966, while an album of the same name sold poorly. Still looking for a group to record their material and promote it with live dates, Sloan and Barri in 1966 offered Wisconsin-based band The Robbs (for whom they produced some early material) a chance to assume the identity of the Grass Roots, but the group declined. Peak years The group's third – and by far most successful – incarnation was finally found in a Los Angeles band called The 13th Floor (not to be confused with the 13th Floor Elevators). This band consisted of Creed Bratton (vocals, guitar), Rick Coonce (drums, percussion), Warren Entner (vocals, guitar, keyboards), and Kenny Fukomoto (vocals, bass) and had formed only a year earlier. Entner, who had been attending film school at UCLA alongside future The Doors members Jim Morrison and Ray Manzarek, was drifting through Europe in the summer of 1965 singing and playing on street corners when he met fellow busker and American Creed Bratton in Israel, where an Israeli businessman expressed interest in managing and promoting them. The duo moved on individually, though, and ended up back in LA by 1966, where they formed the 13th Floor and submitted a demo tape to Dunhill Records. After Fukomoto was drafted into the army, the group went through two