Two veteran Milwaukee musicians, 1,000 Umbrellas.

Drummer Brian Wendlandt and guitarist Allan Williams have been part of the scene for years, playing in their own bands, recording and live mixing for other bands, and working as sidemen, too.

But the pair celebrates a milestone next week when it launches "re:thingk," the first CD from their two-piece band, 1,000 Umbrellas, at Shank Hall on Friday, Feb. 28. Alex Ballard opens the 8 p.m. show. Admission is $10 ($8 in advance), but includes a $4 discount at the merchandise table. There will be projections by Pakapaka Lightshow.

The 12-song record shows the pair’s diversity, with tuneful, acoustic- and electric-guitar driven rock and roll with rhythm quirks that conjure XTC, and with tasteful musical contributions from a range of local guest talent.

In advance of the gig, we talked to Williams about the history of 1,000 Umbrellas, the making of the record – mostly in a cabin on Lake Tomahawk – and collaborating with some of Milwaukee’s best musicians.

OnMilwaukee.com: Give us the history of the band; who's in it and how did you get together, etc.?

Allan Williams: Brian and I met back in 1991 through a mutual friend that was in a band called "The Timothys" that I mixed sound for frequently. Brian had just moved back from Minneapolis and the mutual friend knew I was looking to get something started so he introduced us. We clicked immediately and started jamming in Brian's warehouse loft apartment near Conejito’s with my old bandmate, Dane Mileusnic, on bass. It was mostly improv stoner jams at first but things eventually started to condense into song nuggets.

Brian and I started talking about getting some gigs but ends up Dane was on a different path in life and wasn't really interested in playing out. We put out the feelers and Brian Wooldridge, who I knew from mixing the Wooldridge Brothers, introduced us to Matt Krajewski. We rehearsed and solidified a strong set of music and began to play out as Tolstoi's Tricycle. Before you knew it, guess what, bass player issues again!

I knew Dale Kaminski, bass player from Liquid Pink, because we toured together with the Violent Femmes, he, a guitar tech, me, a monitor engineer, both of us bone players in the Horns of Dilemma. He stepped in, we got things together and we did some gigs, one of which was a weekly house gig with the Dead Alewives comedy troupe, which was a lot of fun. We'd play background music for many of their skits and played a few of our own tunes during intermission.

Things seemed to be going well for a while but then Brian jumped ship to play with the Wooldridge Brothers. We got another Brian, Brian Kreuziger, on the skins, did some gigs, recorded a CD and then eventually disbanded. Brian and I had remained friends through it all though, he was even the best man at my wedding.

We had been getting together sporadically to jam over the last decade and finally got more serious about things in 2010. We started recording demos and getting a plan together, as well as deciding on a name. We decided to kick things off as a two-piece to keeps things simple and drama free. I know other bands like the Black Keys and Fever Marlene were doing this as well but we weren't following the trend, it just made sense to us. We thought it was important to stay light on our feet and flexible in our live line-ups.

OMC: What other bands were you guys in over the years?

AW: Brian played with Members Fickle back in the late ‘80s, Tolstoi's Tricycle with me from ‘91 to ‘95-ish, Wooldridge Brothers, New Harmony Indiana and Tyler Traband.

If you don't count the band "Lost and Found" where I rocked for the Lord in my church youth group during high school, you could say I first hit the scene in Milwaukee playing in a band called "Rythm Trik" –it's really cool to misspell words – in 1988. We'd play the Boardwalk on North, Marquette bars, colleges and we did really well. That was back in the day people didn't balk at a cover charge. The band reformed minus one member and re-branded as "X's for Eyes" but soon it fizzled out as people graduated college and moved on. That's when I gave the sound thing a try and have been doing it ever since.

OMC: Tell us about making the record. Did you do it all in one go, or has it been in the works for a long time? What were the sessions like?

AW: Being a two-piece band our original inclination was to go minimalist to make it easier for us to pull things off live, but we ended up not restraining ourselves and adding what we thought each song needed to be whole. The live show would just have to be different and that was OK.

We made the record over a two-year period. Willy Porter and I have joint custody of a Pro Tools HD rig that we had at the now defunct "Engine Room Studios." In October 2011 Brian and I loaded the rig and our gear into a van and headed up to my cottage in Lake Tomahawk. We laid bed tracks for eight of the songs over a four-day period. The picture on the inside of the CD cover was our view as we recorded. Needless to say, it was pretty awesome. The sessions up there were long but it was nice to be so secluded.

In hindsight, we should have planned on a longer stay and a number of technical issues at the start compressed our available time to track. We'd start at 9 a.m. and work until 6-ish and then we'd make dinner, go fishing for a bit and then listen back to the takes to make sure we had keepers. We laid down the rest of the bed tracks on a Pro Tools LE rig in our tiny room that we rented from Jeff Hamilton and Jeremy Kuzniar, who took over the studio when Willy and I pulled out. We ended up getting a new rehearsal space at the (Paul) Kneevers compound in early 2012. After finishing the build-out we plugged away at overdubs for the next year in our tiny but adequate "Tight Space Studios" on the small Pro Tools LE rig.

The piano on "One Less Star" was done on location at First Unitarian Society of Milwaukee on their newly restored 1917 Steinway B. Once everything was tracked I brought the HD rig from Willy's basement, set it up in our space and commenced mixing. We finished mixing in the summer of 2013 and headed down to Chicago Mastering Service to get it mastered.

OMC: There are a number of guests on here, tell us a bit about who they are and what they brought to the music.

AW: I play a lot of different instruments on the CD but I don't play keys or horns and there were a number of tunes that we thought called for them. We enlisted Matt Meixner to handle the keyboard parts, who I've known since 1990 when we met at The Toad on Broadway. I was the house soundman there and he was playing with Stress Kid at the time and we hit it off and have been friends ever since. We spent a lot of time together on the road with Willy Porter as well when he was in his band and I was mixing.

Even though we had never played together formally, I've always liked his playing and I knew he'd bring something special to the table. He played whirly and organ on "Devastation," which brought the whole song together in my mind. He played accordion on "Say Cheese," which transformed the song, giving it a minor gypsy flavor. He also played accordion on "Make Amends," which helped bring contrast between the dark verses and the hopeful choruses.

Probably my favorite was his piano part in "One Less Star." I wrote the song about losing my father and Matt had lost his mother not long ago so I told him to embrace that feeling as he played. What came out was incredible. The way it helps the song build and the way it interweaves with the guitar creates a wonderful texture.

When it came to finding horns I called Aaron Gardner to help me assemble some players and help transcribe the parts that I wrote. He knows the scene really well, between teaching at the Conservatory and being a regular at The Estate. He played tenor sax and Mike Pauers played baritone sax on "Say Cheese." It was so nice to hear the parts come together that I originally wrote on a lame sounding synth.

Aaron stepped out a few times with awesome improvised fills and Mike killed it on the bari. On "Playing the Clown," Aaron played tenor and Jake Tomasicyk played trombone. I wanted trombone on this one to further the comedic theme and Jake did a great job coming through with that.

I was originally going to have Aaron play the flute on just the bridge of "Summer Sun" but when I played the song he busted out with a solo before the second verse and it blew my mind. Needless to say we went with it. Aaron also played an octave flute part to replace a cheesy synth part I wrote on "One Less Star." If you listen closely to the flute at the end of it you will hear the longest note on the record. He holds that last note forever. Talk about lungs.

OMC: Are you guys playing out regularly or is this more a studio thing?

AW: We have been on hiatus for the most part since starting the recording project. Finding the time between work and family can be pretty tough these days so we've made recording our priority. There seems to be more of a point to playing out when you actually have a product in hand so we will definitely be working on playing out more in the future.

As I said before, we are trying to be flexible as far as our live lineup goes. For the CD release we will definitely have a lot of special guests to bring out the essence of the recording. Matt Meixner will be joining us on keys and some bass, Matt Krajewski will play bass on a few tunes, Paul Biemann will play bass on a bunch of stuff, Joe Vent will play guitar, Jeff Hamilton will play mandolin and maybe guitar and we're hoping Aaron, Mike and Jake can join us, as well, on horns, though I'm awaiting confirmation. I'm trying to keep it well organized so it won't be too much of a goat rodeo on stage.

Our line-up for future gigs will all depend on the gig and availability of players. Being able to pull it off as a two-piece is important to us as it will relieve some of the stress of trying to keep a big band in sync.

"Re:thingk" will be available on iTunes, Amazon, CD Baby and Bandcamp as well as at local retails like Acme and Rush-Mor in Bay View, and The Exclusive Co. and Bull’s Eye on the East Side.