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The 5000 Spirits or the Layers of the Onion was the second LP by The Incredible String Band, released in July 1967. Since recording their debut album the previous year, the original trio had been reduced to two, Mike Heron and Robin Williamson. They recorded The 5000 Spirits... in London in early 1967. The album also featured Pentangle's Danny Thompson on double bass, Williamson's girlfriend Licorice McKechnie on vocals and percussion, master sitar player Nazir Jairazbhoy (credited as "Soma"), and, on piano, counter-culture activist John "Hoppy" Hopkins, who had just set up London's UFO Club with the album's producer, Joe Boyd. The album demonstrated considerable musical development and a more unified ISB sound. It displayed their abilities as multi-instrumentalists and singer-songwriters, and gained them wide acclaim. The album went to Number One in the UK folk chart, and was named by Paul McCartney as one of his favourite records of that year. The lyrics, the band's various Indian and Arabian instruments, and the striking cover art by The Fool, lead to it being placed as a psychedelic work. Much of the music itself, however, draws more widely on traditional British folk music. The album included Heron's "The Hedgehog's Song", Williamson's "First Girl I Loved", later recorded by Judy Collins, Jackson Browne and Don Partridge, and his "The Mad Hatter's Song". With its mixture of musical styles, the album paved the way for the band's more extended forays into psychedelia, while also containing whimsical references to talking clouds and a magic Christmas tree.