When Marillion were recording Brave at Miles Copeland's Chateau Marouatte in Dordogne in 1993, Copeland offered Rothery "a substantial sum" for recording an instrumental solo album on his label No Speak.
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The resulting album was called Carnival of Souls, after the horror film of the same title.
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All music was written by Rothery and Stobart ("additional vocal melodies"), while the lyrics were written by regular Marillion collaborator John Helmer.
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During the Brave tour of 1994, Rothery was approached by Hannah Stobart, a student of French and Italian, who gave him her demo tape containing "She Moved Through the Fair" and Tori Amos's "Me and a Gun".
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Their debut album, Carnival of Souls, was released in 1996 and a second album, Ostara, was released 23 March 2009.
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At first All About Eve's singer Julianne Regan was approached through Marillion's manager John Arnison, but was not interested in working with Rothery.
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