Ultimate Spinach was a psychedelic rock band which formed in 1967 in Boston, Massachusetts. The band originally consisted of Ian Bruce-Douglas (lead vocals, keyboards, guitar), Barbara Jean Hudson (guitar, vocals), Geoffrey Winthrop (guitar), Richard Nese (bass) and Keith Lahteinen (drums). The band was part of a small psychedelic music scene in New England that was heavily promoted by MGM Records as the "Bosstown Sound". The band was lead by singer, songwriter and multi-instrumentalist Ian Bruce-Douglas and released three albums over the course of its career: "Ultimate Spinach" (1968), "Behold & See" (1968) and "Ultimate Spinach III" (1969). Their debut album was the most successful of all the "Bosstown Sound" LPs released by MGM, reaching #35 on the Billboard 200 and selling over 100,000 copies. Myers and Lahteinen had left the group by the time of their second album, and Russell Levine (drums) and Carol Lee Britt (vocals) were added to the lineup. Winthrop departed shortly thereafter and was replaced by guitarist Jeff "Skunk" Baxter, later a member of Steely Dan and The Doobie Brothers. Bruce-Douglas quit the band in late 1968, and leadership of the group passed onto Hudson and Baxter, who re-formed Ultimate Spinach with a completely different lineup aside from the two of them. The new lineup released the third Ultimate Spinach album in 1969, and disbanded shortly after its release.