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

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But they didn't have a Mac solution, and they all loved Macs, and they wanted to own the Mac MP3 market as well. Could we help? 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?

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And we certainly couldn't stay in Portland, which would be difficult. 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: if AOL bought Audion, we would make Audion totally free, even with encoding, and if Audion was free, we'd win! Everyone would use our program! Nobody would use anything else! Nothing can compete with free! Not even foreshadowing! Panic: an AOL company. Probably just Nullsoft. How much? 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.

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But hey, Audion will be free! We'll be able to pay those blasted Fraunhofer MP3 encoding patent licensing fees!

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This could rock! 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: this probably wasn't meant to be. 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 Nullsoft , his 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. The lesson?

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. Something like that. From that moment forward, it seemed like the AOL management side grew unnervingly quiet. 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?

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. My only regret? 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 June , regarding "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?

While all of these extra-codal affairs were taking place, Steve and I continued to work hard on the next major release of Audion, distractions be damned.

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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!

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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. Backing up ever-so-slightly again, while Audion 2 was nearing release, I began to hear some curious rumbles. No jokes. 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 anxious , I agreed to wait and see what happened.

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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. From pixar. Mailer 1.