On their very first day at New York University, childhood friends Craig Wedren and David Wain met a young man named Ken Marino. The three ended up living together, and went on to make a lot more friends. They made so many friends, in fact, that Wain and Marino and nine others went on to form sketch comedy troupe called the State. And whenever they needed some music to accompany their live performances, they'd ask their buddy Wedren, who was studying music at the time, to help out. As he remembers it, one of the earliest skits featured two teenagers having sex on a couch while metaphorical red and pink "dancing sperm" pranced around the living room to throbbing techno music. "It reminded me of the Residents," recalled Werden approvingly.

When he graduated, Wedren went on to form the unclassifiable DC group Shudder To Think. Though tags like "art-glam-prog" got thrown around a lot, Shudder were a slippery group, prone to merging oft-kilter, shifting rhythms with Queen-sized guitar outbursts. The result often felt like an over-caffeinated film student listening to classic rock radio on a treadmill. Perhaps while high.

But no matter how elusive their song structures or cryptic their lyrics (a somewhat extreme example: "Party of mouths/a finger fan courtship/the case of her bones/are softer than loose meat") Shudder To Think had an anchor in Wedren's mile-long voice, which was and is capable of endless crescendos and heart-breaking whispers. Such was the group's alt-rock credentials that they were the rare band that toured with both Fugazi and the Smashing Pumpkins. But even though the group kept busy, Wedren didn't forget about his comedic friends.

After becoming a hit in the New York club scene, the State landed an eponymous sketch comedy show for MTV. Wedren says that MTV told the group to score as many of their sketches to current songs as possible—"they said the goal was to sell records," remembers Wedren—which is hilarious in light of the station's current apathy towards new music. So the group enlisted Werden and composer Ted Shapiro to score various scenes.

Wedren is even responsible for The State's theme song, "Boys and Girls- Action.” Written in conjunction with Girls Against Boys frontman Eli Janney—"we kept it very DC"—the song was written as the two "banged around with samples" and came up with the thumping, '50s sci-fi-esque theme. For its punk energy and memorable chorus, the pair sampled "The Kingdom Of Heaven Must Be Taken By Storm" by DC DIY-ers Nation Of Ulysses.

Wedren had called and asked Nation frontman Ian Svenonius' permission before the show had aired, but Svenonius had second thoughts after The State started gathering steam. "I told him, 'Ian, I would never prostitute you if I didn't think it was genius,'" says Wedren. "And it was, and I still believe that. All the comedy you see in TV shows and movies, they started it."

After four seasons on MTV and a low-rated CBS special, the members of the State fractured apart to work on projects like absurdist comedy trio Stella, Viva Variety, Reno 911 and the new Comedy Central series Michael And Michael Have Issues. Shudder To Think, likewise, scattered to the winds after a career recording for Dischord and a indie-kid-angering move to Epic when Wedren left the band in '98. The guitarist has since recuperated from Hodgkin's Disease, splitting his time between his solo career and film work.

Wedren and the State have remained tight, though. Not only did he marry member Thomas Lennon's sister, but he also composed the theme songs for Stella and Reno, as well as Wain's directional debut/unofficial State reunion movie, Wet Hot American Summer. And after years of false alarms, The State finally arrived on DVD last week. But because of music-rights issues with the always music-heavy series, Wedren and the comedians had to go back and replace the music from the original series with new scores or sound-a-like library clips. This means that when viewers see the classic sketch where Michael Ian Black discovers the necessity of pants, they will see it scored to karaoke-like approximation of the Breeder's "Cannonball." Which is a bummer since the original clip, according to Wedren, "was almost like a second video for the song." Another painful required replacement was the Marvin Gaye backing track for Black and Lennon's leisure suit-wearing pudding lovers Barry and Levon. The original versions of these sketches were so tied to Gaye's music that the actors ended up having to redo their original lines for the DVD.

Wedren's been spending a lot of time reconnecting with old friends lately. While working on a documentary about Barack Obama's presidential campaign, he played a fundraiser show with former Shudder To Think guitarist Nathan Larson's new group A Camp. Inspired by the audience reaction to the Shudder songs they played together that night, Wedren reached out to the group's original bassist and founding member Stuart Hill about the possibility of a reunion. "He thought about it for a few days, but decided, 'I'm not returning to that world.' You can't blame him."

Instead, Wedren recruited bassist Jesse Krakow and guitarist Mark Watrous from his backing group to join drummer Kevin March and Larson for the reunion. "[Watrous] learned to play guitar by listening to Pony Express, it's in his blood," says Wedren. "And our bassist is a huge, huge Shudder fan. He knew it better than us. We'd turn to him and be like, 'Now, what do we count to?'" Their subsequent career-spanning reunion tour was documented for a soon-to-be-released live album, Live From Home.

Though, the reunited Shudder To Think members are now all busy with various other projects, Wedren is hopeful that there will be new Shudder music. "It depends on the reaction," he says. "Maybe we'll work on a movie, maybe we'll just be a studio band. I never stopped writing songs in that style, [so] there's hours of material." But even though he's been spending time with old friends, Wedren is more interested in new stuff rather than nostalgia. "If anyone thinks we're just going to get up there with giant Marshall Stacks and pretend it’s the '90s, well, that's not going to happen."

www.shuddertothink.com

http:TheStateOnDVD.com

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