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Okay, so he's not the surgeon general anymore, but my point is that when you're down in the trenches — writing software for a platform you pretty much completely worship — well, it's pretty hard to resist e-mailing God if you know He checks his e-mail. So e-mail I did.

Jobs a few days later. It was very quick, cordial, and to the point my own bursting e-mail box has taught me to be succinct. It pitched Audion in a few short sentences, and encouraged him to download it. I received no response, but I didn't expect one. I liked to imagine he'd read it and downloaded and tried Audion, sharing it with his co-workers and family and barber, but I figured it was more likely my message just printed directly into his office trashcan.

Then, an interesting thing happened. Well, that's interesting, we thought. We talked briefly on the phone, and he seemed interested in setting up a meeting with us to talk about everything Audion. We didn't know why or how, but we were definitely excited. Before the meeting took place, though, something else interesting happened Finally, on February 22nd,we updated Audion to version 1.

This version was a huge one for us with many firsts — it added the much-requested hierarchical playlists, automatic playlist organization based on ID3 tags, the hilarious and surprisingly effective Karaoke mode, the Alarm Clock, a perennial dorm room favorite, and much more.

In short, we had yet again passed the competition — for a few seconds, anyway — and we were feeling good about where Audion was, while simultaneously feeling restless about where Audion was going. The competition continued to drive us, maybe a little bit too much.

We felt we needed something more to, you know, "win". We couldn't shake the feeling that we were locked in an infinite cycle — simultaneously incredibly fun and tedious — of always releasing competing updates with SoundJam, always scrapping for the hearts and minds of our fellow Mac users, until somebody takes things up to the next level, and dominates strategically, like some kind of super-nerdy software development board game.

Basically, we wanted to be the hippo that eats the most marbles without breaking. We wanted to give our customers and fans everything, to be the best. Yeah, we were getting a little manic. And then, out of the blue, AOL came calling. It played MP3s, involved llamas, and pretty much kickstarted the entire MP3 revolution, without which Audion never would have existed, much to Justin's credit.

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One day, after much success, AOL, who probably smelled the potential riches of a music revolution from a great distance over the acrid smell of their 15, CD-ROM production plants in Bangalore which, coincidentally, are staffed by minotaursswooped in and snapped up Justin and Tom, as well as an internet radio company called Spinner.

Justin, dear readers, had ridden the Late 90's Magic Monorail of Money, and theoretically came out a winner.

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Soon after, as I understand it, Nullsoft found themselves with a new leader and guiding light: Rob had previously created IUMA, the first big online independent music archive, sometime around the appearance of pteranodons in Internet time.

Eventually, Rob Lord came to us somewhat out of the blue with a proposition: But they didn't have a Mac solution, and they all loved Macs, and they wanted to own the Mac MP3 market as well. We got to thinking pretty quick. On one hand, we'd have to work for AOL. Now, If I were to free-associate "perfect partner for a small independent software company", you'd immediately think AOL, wouldn't you?

And we certainly couldn't stay in Portland, which would be difficult.

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Would we want to give up Panic, this thing we've built up with our own four hands, to become something else? On the other hand, there would be giant money hats. And while that would undoubtedly be nice, you'll have to believe me when I say that potential riches genuinely paled in comparison to the true, tempting, mouth-watering, chop-licking potential from such a partnership: Everyone would use our program!

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Nobody would use anything else! Nothing can compete with free! The emails were flowing fast and furious. But is it the best way? ONLY if we can remain 'Panic', not become [something else]. The more we can wrap our minds around your business, the faster the golden check can be signed. Get our balance sheets in order. Fly to San Francisco. Talk about our predictions for the upcoming Macworld Expo.

He's talking to Fred about it. Try to put a price on Panic. Man, who the hell knows what we're worth. It's just us two, and it's honestly probably not worth much. But hey, Audion will be free!

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We'll be able to pay those blasted Fraunhofer MP3 encoding patent licensing fees! The deal fizzled quicker than a Pop-Rock in Little Mikey's mouth. Reality set in for us, and a lack of motion on the AOL side made us realize something important: We eventually gave up. First, our guts told us that our hobbies and our creative freedoms would be severely hampered if owned by AOL — that there would be no way Panic could remain Panic, as much as we'd want it to.

In hindsight, this was perhaps our most accurate judgment call — in late Justin Frankel left Nullsofthis very own company, after having a number of his projects, such as Gnutella, terminated by AOL without warning. AOL, of course, has to answer to the TimeWarners of the world, corporate partners who might not appreciate, say, an unstoppable peer-to-peer file sharing network.

Gnutella needed to be made, and we're very glad Justin made it, but AOL wasn't so much. Tom Pepper, the other great half of early Nullsoft, also recently departed. It seems you can either be free to do anything you want, to create anything you dream of without answering to anyone, or you can be rich. You're not likely to be both. Second, during the peak of excitement over our potential deal, Rob Lord — the man who shepherded the idea in the first place — left Nullsoft.

He went to muse. What happens when your cheerleader quits on you? You get a much less responsive crowd, that's what. Or you get dropped. From that moment forward, it seemed like the AOL management side grew unnervingly quiet. Did we make the right decision? I truly think we're better off, and then some. We're still around, we've grown a lot, we're quite happy, we have freedoms, and although we may not be rich — at all — at least we didn't have to quit our own company, right?

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I always believe that things happen for a reason, and if they had happened towards AOL town, I probably wouldn't even be allowed to write this. Because I'd be on a beach, in a Ferrari, drinking lear jets. Steve Gedikian, the last of the remaining original Nullsofties to stay on board, summed the situation up nicely — his first-hand knowledge makes for required reading for anyone on the brink of a sellout.

Steve has since left Nullsoft as well — interestingly and perhaps ironically, he's now on the iTunes team. I'm sad that Audion never got that chance to be free back then — to really dominate, and be in the hands of every Mac user, even if they couldn't afford it. During the midst of the heated negotiations, Apple popped up again.

This time they were finally ready to meet with us, sometime in Juneregarding "the future direction of Audion". We were also eager to hear what they had to say. After seeing the latest and greatest build of Mac OS X at Macworld New York, we spotted the first clue that Apple was becoming more serious about MP3 playback by creating the bare-bones but quite nice-looking Music Player. This made us all the more curious about why they wanted to talk to us. The meeting fully booked with Apple, I contacted the AOL executives — whom we were still deep in negotiations with — so they could be involved.

It only seemed fair; they came to us first, and maybe this Apple meeting would make them want to snatch us up all the quicker. Except, their schedules were booked. They couldn't make it — at all. Those crazy business people, I tell you! All those Palm Pilots and not a pixel of free time on the calendaring screen. Thus, I had to cancel the meeting with Apple. AOL couldn't make it, I said. Maybe we can reschedule? The meeting with Apple never took place.

I wonder what it was all about? This time, we were determined to correct Audion's missing pieces, and also invent some great ideas of our own. With fast, fully-licensed MP3 encoding finally!

Besides, if it wasn't for Audion 2 and the new "Speed" effect plugin, we never would have heard the mind-shattering, ear-haunting experience of what the Chipmunks really sounded like.

On December 18th,we finally released Audion 2. It's hard to express what a tremendous hit it was for us — downloads and registrations were record in number, building rapidly with each month. People seemed to really love it. In all honesty, we'd never experienced anything like it. The Big E-Mail Backing up ever-so-slightly again, while Audion 2 was nearing release, I began to hear some curious rumbles.

My various friends in the Mac software industry told me that something was going on with SoundJam, that it may be slowly disappearing from stores. Interestingly, I detected a distinctive wobble of concern in the kind support person's response that, you know, uh, it'll be supported in the future, if nothing else.

Suffice it to say, we were more than a little curious. Weirder still, all rumors pointed back to Apple. Desperate for information, I sent a quick e-mail to Phil Schiller, Apple Senior Vice President of Worldwide Product Marketing, since he had at some point become a registered user of Audion, much to our excitement!

He had also been one of the people interested in meeting with us back in June. Besides, Phil always struck us as very cool, quite sharp, and really in-tune with third party development. However, true to his training, Phil declined to divulge any information about what might be brewing over in Cupertino. Understanding but anxiousI agreed to wait and see what happened. I also mentioned to Phil in passing that the AOL deal was no more.

Then, as soon as Audion 2 was released, I took part in my own, personal "E-Mail Steve" ritual, sending him a brief missive on Audion 2 and encouraging him to check it out.

Again, I imagined the printer feeding directly into the shredder, but it still felt good. Then, a few days later — on Christmas eve, no less — it hit. Sun, 24 Dec Cabel, I hear that your deal with AOL fell through. Any interest in throwing in with us at Apple? The guy who we basically owe our entire professional existence to, who basically created the very platform we want to hug, the computers we want to crush into little pure plump pieces of joy? I jumped up from my chair and literally yelled at Steven Frankwho was, of course, sleeping.

Not that Steve was sleeping on the job; rather, it was a weekend. And on the weekends Steve tends to sleep in until right around the time the apocalypse hits.

I pounded on his bedroom door for a few minutes, freaking the hell out. He groggily arose and, equally stunned, sat down to try to parse the stomach-crunching bundle of ASCII sitting on my screen. It may sound a bit overdramatic, but for two guys making shareware, this was a big, big thing. At first we thought it might have been a cruel joke.

Then we noticed it was sent from someone using NeXT Mailer! We were thrilled to say the least. So much so, we had almost forgotten about the fact that the answer to our SoundJam mystery was about to unfold, right before our eyes, in one week. Say Hello to iTunes "Well. Steven, myself, and my friend Alexis Croft sat close together during the Macworld Expo in January,truly on tenterhooks — we had heard the rumors, and we were almost afraid at what was about to unfold.

When it was time to show iTunes, I sunk a little bit lower in my chair. When the interface was shown, I quickly studied every pixel. Well, we did just that" — we chuckled a little bit. And as each feature was revealed, we looked at each other, trying to fully grasp what we were up against. On one hand, it was far, far simpler than Audion — no MP3 editing, no faces, no playcount, no rating, no hierarchical playlists.

But on the other hand, it's really not that bad — that interface is awfully smart — and, oh crap, it's free. Of course it had to be free. It single-handedly taught us an entirely new philosophy on software design. Can you find a better way to design that interface than having each function in a separate window?

Can you clean this up, even if it means it's a little less flexible? It was a way to take a complicated digital music collection, and make it easy. Sure, it was limited, but man was it easy. We put on a brave face about the free.

Similarly, iTunes will just make MP3 music more popular, and when a person outgrows the basic interface of iTunes, they'll come to us, buy Audion, and we'll reap the benefits! It would be true — in fact, we still think there's a lot to be said for that, and a market for that "pro iTunes" program — except for the fact that, you know, Starbucks coffee isn't completely free. That makes things a bit trickier. But, first things first.

Now that iTunes is out, why the heck did Apple want to meet? Not necessarily because I was nervous, or he was angry, or anything like that, but because we talked in the middle of the Macworld Expo show floor, surrounded by a throng of lookers-on, being laser-beamed suspiciously by PR people.

Mere hours after iTunes was introduced to the world, with our official meeting at Apple campus only days away, Steven Frank and I were browsing the show floor. I gotta talk to him," I declared.

I have no idea why — it was like I was being pushed an unseen force. Mind you, I'm a person that loves to talk to people, but even I don't generally go rushing into things like, you know, trying to talk to the CEO of Apple in the middle of madness. But, talk I did, making my way into the show-floor throng and anxiously saying hello. We talked briefly and, looking back, it was rather fun.

Nice to meet you. So tell me, what'd you think of iTunes? You guys have done a great job with it. But, you know, I still feel we'll do all-right with Audion. That's interesting, because honestly?

I don't think you guys have a chance. Some of that famous Jobs magic I'd heard about! Fortunately, it came across more like a teasing jab than a cruel stab — to be honest, I rather enjoyed his honesty, it got me in a weird sort of "I'm ready to step to that, girlfriend!

You can only imagine where we'll be by the time we release 2. We never could have imagined, for example, the iTunes Music Store Good talking to you, I look forward to our meeting later this week!

The next version of iTunes didn't come out for nearly a year and, ironically, included both playcounts and song popularity ratings! But, now I was truly ready for our meeting — I'd survived, no, I'd actually enjoyed talking to Steve, and I couldn't wait to find out what he had in mind. I don't remember too much about the day; we stopped at a Thai restaurant for lunch that seemed to be filled with only engineers, I ate some spicy curry that I wish I hadn't, we killed time by wandering around and visiting the live auction site of a dead-dotcom Aeron chairs by the buckets!

We were called into the meeting, and one of the first people who greeted us was Jeffrey Robbin — our old arch-nemesis! Up until this point there had been no actual public confirmation that iTunes was, in fact, SoundJam reborn, so it was a bit of a case-closer to see him there. It was also very nice to see him in a situation where, at last, the competition was over. Of course, now it's public knowledge that SoundJam became iTunes.

Phil started the meeting with an interesting bit of info: It was actually because we wanted you guys to make iTunes," explained Phil. So that's what that never-happened early meeting was going to be about. Since we never met up because we were tangled with AOL, Apple turned to their next choice, SoundJam, and the rest was, well, history. Another one of those amazing "life junctions" you'll always wonder about — what if we had made iTunes?

Would we be happy? Would we be having as much fun? Would we be, er, rich? Anyway, a few moments later, Steve Jobs himself entered the giant Apple boardroom, threw his feet up on the table, and got to the meat of the matter. To be honest, my memory is a bit compressed here, as the whole experience was nothing less than surreal and difficult to process.

To find ourselves — just two nerdy guys who make Mac shareware — sitting on Apple Campus, in a meeting with all of these brilliant bigwigs, pretty much caused our heads to continually and rapidly explode, humbled to say the least. Jobs wanted to know how big we were, and how long we've been doing this.

He wanted to know a few more things that I can't even really remember. I remember he asked, "Do you have any other ideas for apps you want to work on? Don't do that one.

I get it now. We also seem to remember Jobs painted us a vibrant but genuinely honest picture of how he viewed Audion fairing against iTunes: It wasn't until that declaration showed up in a very respectable, high-end British Hi-Fi magazine that people started to take it even more seriously. Audion was always noted for being "richer" or "sweeter", and we were tremendously proud of our incredible results in this regard.

The only problem was: We have no idea why people heard Audion as sounding better. We certainly didn't add any special filtering or "sound better" code. Our MP3 decoding process was about as ordinary as you could get. On paper, logically, there should have been absolutely no reason why Audion would sound any better or worse than SoundJam.

We put Jeff's mind at final, restful ease by blowing the big secret that, no, we also had no idea where that was coming from, but we definitely weren't about to argue.

Who knows, maybe we did write some "sound better" code in a drunken haze — we're afraid to check! Anyway, when it came time to conclude the point of the meeting, Jobs summed everything up in a very persuasive and powerful way: You guys have shown us that you can do a lot with a little. You guys kick ass. Your software totally kicks ass. Cabel, your marketing kicks ass. We think you do incredible work and we'd love to have you join us.

And that was, pretty much, that — Jobs left the room, having spent with us a very memorable 15 minutes, and we finished discussions with the rest of the team. Humorously, we still had no idea why they wanted us to join up — somehow I managed to forget asking this relatively important question during the meeting.

Decision So, this is the point in the story where I'm supposed to tell you that we agonized for months; that we'd been given an opportunity to join the very team that inspires us, to be a part of the machine that makes the machines we love, and that we were so tempted and confused at what to do that we didn't sleep, became alcoholics, rolled around on the ground, etc.

Weirdly, though, it didn't work out that way. In fact, I'd say that almost 5 minutes after the meeting Steve and I knew in our hearts that it wasn't time — that we didn't want to join Apple yet. We maybe went through the motions of "deciding" on the flight back home, but I think we knew the truth. And the truth went something like this: We don't have kids, we're not married, we don't have huge obligations.

We didn't invest our life savings into it, just a few hundred dollars. We don't even have life savings. We probably won't get this opportunity again in our lifetime — the full chance to take a complete risk, to experiment, quit our day jobs, start a business that certainly may fail, put our hearts into the soul of it, and try to make it fly — making the best possible Macintosh software we can without the threat of mortgages or the cost of braces or kids wondering why we're never home.

And while there may be a time in our life where we crave some stability, or there may be a time in our life when things don't work out with Panic and we return to be a player in a larger, awesome team like Apple, that time is certainly not now.

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