Cabel Sasser: I never thought about that once in my life. We're older than Google Whoa. That just blew my mind. How is that possible?

Christa Mrgan: We're always time traveling. Sure, we're only moving in one direction, but as the past stretches out behind us and we look back on our lives, certain decisions stand out. Turning points. Forks in the road. You see where I'm going with this.

Welcome to the Panic Podcast. A podcast about Portland's Panic, but maybe not exactly. I'm Christa Mrgan. Join me as I follow the quirky subplots and surprising characters that round out Portland's most lovable indie software- and game- publishing company. Today: how a fierce competition with a rival ultimately led Steven Frank and Cabel Sasser to make a decision that changed the course of their company — and the course of their lives. It's a story about pushing yourself, and being pushed by others, to do your best possible work. A story about community and the cascading effects of the choices we make. It's the story of Audion.

Cabel Sasser: So we had this idea of making a suite of utilities that could improve upon the built in, uh, utilities in Mac OS. So like, uh, there's text edit, let's make a cooler text editor, which is funny cause I guess we ended up doing that in a way.

Christa Mrgan: It's true! Panic released Coda, a text editor for web development, in 2007. It won two Apple design awards and its next incarnation, Nova, is in beta right now. Anyway, I said we were time traveling. Let's get back to 1998:

Cabel Sasser: And then there's like a audio CD player, which I used every day to listen to my CDs. And wouldn't it be neat if we made it a nicer looking one of those that made it even cooler to listen to CDs. And there were like a couple others in the design document. And the first one that we started working on was the replacement for audio CD player, which was, let's take the ability to listen to music and make it beautiful and cool. And then, gosh, I guess if we're in there, we might as well make it play MP3s. Cause that's the thing that's starting to happen now. And that's really how the project started. We never got around to the other apps, obviously.

Christa Mrgan: That was Cabel Sasser, Panic's co-founder and CEO. So the idea for a suite of utilities that he and Steven originally planned to release under the name "PanicPack" was instead distilled to just one application, the music player, which they called Audion. It was released in August 1999, and would go on to grow a fiercely loyal community of design experimenters who helped influence interface design for years to come. And its competition with a rival music player helped push Steven and Cabel to hone what I see as a core Panic ethos, and that's: whatever you're working on, make the best possible version of that thing that you can. But even getting Audion off the ground was no small feat. Because back in 1999, Mac OS had some super annoying problems that developers like Panic's other co-founder, Stephen Frank, had to work around.

Steven Frank: So for any of this to make sense, you have to realize that we're talking about the Mac OS 8 timeframe. So one of the biggest technical hurdles to writing a MP3 player or music player of any kind on classic Mac Os is, it didn't have the proper multitasking that operating systems have today, which is preemptive multitasking. Ah, classic Mac OS had what's called cooperative multitasking, meaning the app running in the foreground had to specifically say, "okay, I'm done. Someone else can have the computer for awhile." And you can imagine how well that that worked in terms of a sharing of system resources. One of the side effects of that was when you opened a menu, just a standard menu from the menu bar in classic Mac OS the OS would completely take over the computer from your app at that point, and yeah, track your mouse, you know, throughout the menu, follow which item you have selected. So your code is not running at all at that point, which means you can't be decoding an MP3 and sending the audio data to the speakers.

Christa Mrgan: So that meant that the first version of of Audion, written before Mac OS X's preemptive multitasking, had to make frequent use of interrupt handlers, which were bits of code you could add to your software that would tell the OS at a very low level to make sure your software continued to run, no matter what else was going on at the moment.

Steven Frank: But it was fraught with peril because you had to get out of your interrupt handler very quickly because while your interrupt is running, it's not doing anything else, including updating where the mouse pointer is on the screen. So if you spent more than a few milliseconds handling your interrupt, then the mouse pointer would start stuttering around the screen and everything else would kind of bog down and it was not pretty. So it was a real balancing act to figure out how long you could spend in the interrupt, providing enough audio to get uninterrupted, non-skipping playback. Any crash you caused in the interrupt handler would just bring down the entire system, every app, and the OS with it because it was happening at a privileged execution level. So it was completely unsafe. And so I spent a lot of time during development, basically restarting my Mac after every failed attempt to get this working.

Christa Mrgan:Honestly, that sounds like a total nightmare to me, and I don't even write software. But while just writing a functioning audio player that would continue to play music while you did other things on your computer was surprisingly challenging, when it launched, the thing that made Audion stand out was actually a different bit of labor-intensive trickery altogether: alpha channels. You know, transparency!

Steven Frank: There were basically no transparency effects in the OS of any kind. if you remember that when you drag a window from one place to another on Mac OS 8, it doesn't live drag the window. It's drags an outline of the window. And then when you let go of the mouse, the window pops from the old place to the new place. And part of the reason for that was there was no backing store of the display. So if you had two windows on the screen and you put one in front of the other one, uh, wherever the overlap is between the window in front and the window behind is just gone. That part of the background window is just not there anymore. So, uh, what happens is it waits until you move the top window off and redraws the application underneath. Um, So without being able to access the content of all the windows at once, you can't really do transparency, but what you can do is take a screenshot of the whole screen and take advantage of the fact that if someone's moving your window around, you're probably the front most application. So what Audion would do is, uh, as you picked up and grabbed this dotted outline of its window and moved it to somewhere else, it would very quickly grab a screenshot of the area you're about to drop it on.Uh, then composite that with the interface and then put that window at the new target location.

Cabel Sasser: So it could cast a shadow on your desktop or your other applications.

Christa Mrgan: Maybe it's hard to believe now, if you weren't around or weren't into computers at the time, but this transparency thing was actually a big deal. It very quickly spawned an Audion fandom and eventually a community of face-makers, because Audion allowed users to customize the interface with their own images. Which, thanks to this brand new alpha channel feature supporting varying levels of transparency, could include things like drop shadows and translucent glass effects.

Cabel Sasser: The classic differentiator was, of course, our interfaces, which we called faces, cause skins always felt a little gross. But, everybody else on the planet call them skins.

Jake Rodkin: When MP3 players were the cool piece of software to have, I remember someone just said, Oh, Audion is the one that has the best skins because it can have transparency.

Cabel Sasser: Faces. We should've just given up. Face plates. We thought of them like face plates, like a, you know, CD player face plate.

Jake Rodkin: My name's Jake Rodkin. I make video games. I worked on a video game called Firewatch with Panic a couple of years ago. Before that, I did a lot of other stuff. In 1999 I was really wanting to try to do interface design for computers in any possible avenue that I could find. Making Audion faces was the quickest route that I could find for taking an idea that I had in my head and getting it out to working in a piece of computer software, that I could then share with a bunch of other people.

Christa Mrgan: So this was 1999, well before modern social media platforms existed. So where did this community first come together?

Cabel Sasser: We had an Audion faces, uh, Yahoo group, which I'm sure it still exists if you ever want to read the archives of that.

Christa Mrgan: It actually doesn't! Oh, man. I wish I had started researching this episode last year, because Yahoo deleted all of the data from old Yahoo Groups on December 14th, 2019. The very awesome folks at archiveteam.org salvaged as many of the groups as possible, saving over 8,000 of them. Unfortunately, Audion-faces was not one of them. You can still send and receive messages, but all of that old data is gone. Bummer. Sadly, a lot of the internet is ephemeral. But this Yahoo Group for Audion face designers was the start of something special. People would talk about Audion faces and design and Mac stuff generally, and it became a place for people to connect.

Jake Rodkin: It was a surprisingly vibrant community that I think really only existed inside of this one email list. The vast majority of people who made, faces for Audion all, resided on there. And it was one of the places that I spent most of my time, which in 2020 is very weird to think about that one of my most active internet communities was a mailing list, but I mean, there it was.

Christa Mrgan: The Mac community in general was fairly small and tight knit during this time right before the launch of OS X. The internet was connecting more and more people all the time, and friendships and communities were forming on services like IRC and Hotline. And yes, even Yahoo Groups for Audion Faces. And at the time, Apple's entire future was kind of up in the air.

Steven Frank: Starting as we did in the late nineties was Apple, kind of at the lowest point I think they've been in, in modern history. Uh, It really seemed like they were kind of on the verge of going out of business or going bankrupt, or, you know, being bought out by another company. So it was not the hip thing to do, to have a Mac or use a Mac, uh, at all.

Christa Mrgan: Spoiler alert: everything worked out okay for Apple. But the history of the Mac is so much about the community of people who use and love Apple products, especially the people who did during these turbulent times for the company, that this story of Audion has actually already been told — and not just by Cabel, when he wrote about it for Panic's blog back in 2004, but more recently. Mark Bramhill is the creator, producer and host of the podcast, "Welcome to Macintosh," a show that is all about the history of technology and specifically the world of Apple.

Mark Bramhill: I was really excited to try and make something that would kind of capture these really exciting story is that I knew existed in the Apple community and give them that attention and love and care that I thought that deserved.

Christa Mrgan: Mark interviewed Steven and Cabel for an episode of "Welcome to Macintosh" called "Don't Panic," which tells the story of Audion. I asked where Panic fit into the broader story of the history of the Apple community and why, of all the weird stuff Panic has done over the years, he focused on Audion specifically.

Mark Bramhill: I think Audion really nicely captures kind of the, arc of Panic's story. it was before my time, but, uh, a number of friends who are older than I am, uh, told me stories about, you know, writing themes for it and spending all their time making the, their applications look absolutely ridiculous. but, uh, that was something where I was very much sold on like, okay, this has cultural importance in this community, and it really is a great frame for kind of looking at the arc of Panic, which feels important to talk about in the Apple world. In this community Panic is one of the leaders and the big names of of Apple software stuff. they're making stuff that feels the most Mac-like and most fun and just really well-made software and so just generally have paid attention to Panic because of that.

Christa Mrgan: "Welcome to Macintosh," does a really great job telling the stories of the broader Apple community, so if you haven't already, you should give it a listen. If you like this podcast, you'll probably like that one, too. And I agree that the story of Audion is a great framework for talking about Panic as a whole, because as we'll see, decisions about Audion really decided the fate of the entire company, and had all of these interesting cascading effects in a lot of people's lives.

So there was Panic, this tiny company of two people, Cabel and Steven, and they were both actively influencing and being influenced by this broader community of Apple aficionados. I like saying that word. It was a culture that included a lot of playful, nerdy experimentation and customization. Cabel would add community-created Audion faces to Audion's website, where other users could download them. Here's Jeremy Bailey, a new media artist and the Head of Experience at FreshBooks who, as a teenager, was also really into interface design and customizing his Mac:

Jeremy Bailey: They made it possible to do this kind of customization that otherwise had not been possible. Specifically, they had this like interface breakthrough, which sounds so comical in retrospect, which was that they could do alpha channels so that the window could be any shape. And could have transparency. It was really exciting cause you could make it do things that no one else had ever seen before and around the same time, like Kai's power tools and apps like that and come out for Photoshop that made it possible to do like kind of these like 3d gnarly effects, so you could make, um, your computer looked like it was like a bong shop or...

Jake Rodkin: As a person who was making interfaces for Audion, and who was just always blown away by the work that all of the other people were doing in the Audion face community. like, I'm nothing. I'm a, I'm a face baby.

Christa Mrgan: And that's why I call him "Face Baby Jake Rodkin."

Jeremy Bailey: They had like a forum and a way of sharing it with a community and like leaderboards for downloads, which for me as a teenager is like my first shot at like competing on a global level. But like, people are one upping each other all the time. I remember other interface designers on Panic's website specifically. I remember Bengt Sundin. He was like a Swedish or Scandinavian interface designer, and him and I were always like neck and neck, but he was like the de facto kind of like leader of good taste. I imagine he's probably like 10 years older than me wearing a turtleneck and or something, but probably not. We were probably exactly equivalent, but I just thought of him as like, ah, he's the design aristocracy and I got to take this guy down. Yeah, so there was like some healthy and playful, I think, one-upmanship of like crazier designs or more beautiful designs.

Christa Mrgan: This community ended up having all kinds of threads and important connections for Panic. Jeremy, having started as just one person in a community that was all about doing cool and innovative design work, will come back into our story a bit later. But this friendly competition within the Audion community mirrored the perhaps slightly less friendly, or I guess, more serious, competition that was going on between Audion and its nemesis, SoundJam.

Cabel Sasser: SoundJam was another MP3 player for the Mac, and actually not just an MP3 player. SoundJam was also an MP3 encoder, which we definitely were not. So, SoundJam was sort of an all in one box for, uh, ripping and listening to your music. It was our number one competitor by far.

Christa Mrgan: SoundJam MP was released just a few weeks ahead of Audion. Or wait, was it an entire year, according to Wikipedia? In researching this episode, I became super confused, because while Cabel definitely remembered it as being a painfully brief interval of time between SoundJam's release and Audion's, the Wikipedia entry for SoundJam had their release date as July 13th, 1998 a full year before Audion's August 1999 release. After some sleuthing using the Internet Archive and some old press releases from Casady and Greene, a now-defunct software publisher who was the distributor of SoundJam MP, Cabel determined that Wikipedia was wrong and SoundJam was, in fact, released just about a month before Panic released Audion. So in the course of creating this episode, Cabel actually ended up updating the Wikipedia entry of his former rival. Hey, the internet! Anyway, one-upping SoundJam quickly became a major focus for Cabel and Steven.

Cabel Sasser: For a while there, it was like an intense arms race of we have to do better than them, and then they do something good and then we'd have to do something better. And, just the classic back and forth of like, uh, pushing each other to do better, which, honestly, it was, you know, it was great. I'm so glad they existed.

Christa Mrgan: The SoundJam rivalry pushed Cabel and Steven to do their best possible work, and it also inspired them to add all kinds of new and innovative features to Audion.It had practical features, like an alarm clock to automatically turn music on in the morning, and automatic playlist organization based on ID3 tags, and then it had less practical features like:

Cabel Sasser: We added like a karaoke mode, which was like something nobody had maybe shouldn't have had, but it was extremely fun. Uh, the secret of the karaoke mode, is that most songs, the vocals are dead center between the stereo mix. So if you can filter out any audio that's equal on the left and right channel, you're going to filter out the vocals and you're left with the background track. And it felt like magic. That was because I had a little like Aiwa CD player in our apartment that had a karaoke button. And I was like, wait, how does that work? And we sat and figured it out and implemented it in software.

Christa Mrgan: They eventually even went outside the company, contracting Sound Studio creator Lucius Kwok.

Cabel Sasser: Lucius Kwok! I'm so glad I could say "Lucius Kwok." It's my favorite human's name and one of my favorite humans.

Lucius Kwok: My name is Lucius. I make Sound Studio. I'm the head Felt Tip. It's company with two employees.

Cabel Sasser: At the time we were so caught up in that rivalry that it was just about making stuff constantly.

Lucius Kwok: They wanted to add an MP3 editor. I copied over some code for doing things like drawing waveforms and for handling editing tasks. They provided things like MP3, encoding and decoding. They had a whole kind of plug- in architecture for that. So it was really easy to integrate with that.

Cabel Sasser: So you could even like make a mix and like copy and paste from multiple MP3s and jam them together into one.

Christa Mrgan: I'm getting ahead of myself here. The stuff that Lucius worked on came out in late 2000 with Audion 2, but you know, time travel. Let's jump back a tiny bit, maybe late 1999 or early 2000:

Cabel Sasser: In the perfect example of the Audion/SoundJam rivalry, eventually they felt the heat and also implemented Audion-compatible faces.

Steven Frank: SoundJam added the ability to load in Audion faces and basically use them for SoundJam. However, they were lacking the, the transparency component. They could do a custom window shape. And they would use our custom window shapes, but they would have kind of ragged edges cause they didn't smoothly blend into the background.

Cabel Sasser: And then I ended up putting a, like a little pop-over on the website, that's like, "if you're using SoundJam, you're not seeing the full picture."

Christa Mrgan: So of course this poorly-implemented support for Audion faces in SoundJam was an affront to the Audion community.

Jeremy Bailey: There were like rival gangs — they would like rip off our designs in their crappier community. And we were like, what is this? It's all about Audion.

Jake Rodkin: I never used SoundJam because oof, uh, no offense to anyone in the world, who ever used SoundJam. But I took a look at it and thought that it just wasn't as nice.

Michael Buckley: I'm Michael. I'm a software developer at Panic. I got SoundJam in January of 2000, I think. and I just hadn't been aware of Audion at all before that. SoundJam's interface was a bit different. It had the mixer usually in the faces. Uh, they called them skins. The Audion skins just looked way cooler.

Cabel Sasser: Faces.

Michael Buckley: And I do remember the early Audion support in SoundJam just didn't look right. They didn't support the transparency well.

Christa Mrgan: Side note: Michael Buckley, despite not being an Audion user back in the early 2000s, has lovingly converted many of the old Audion faces and created a web- based MP3 player that you can see and use, if you visit podcast.panic.com. It's extremely cool and you should check it out. Thanks, Michael. So despite having a ton of great features, like ripping CDs to create MP3s, SoundJam just didn't look that good. Its default skins,

Cabel Sasser: Faces.

Christa Mrgan: were not well-designed. And they didn't support alpha channels. Until one day, they did. And not only that, but they did it

Cabel Sasser: In a way that was slightly better than we did. Like it was a little bit more reactive or didn't do as much flashing when you set it into place. You know, cause we had to hide the window, take a screenshot, show the window, composite the shadow, and somehow they found a way to do that better. And we're like, Aw man, what?

Steven Frank: The window could be moved smoothly around the screen. It didn't need to disappear and reappear, when you dragged the window. And so of course, then we had to figure out how to do that.

Christa Mrgan: Cabel and Steven were determined to make Audion the most popular MP3 player for the Mac. Anyway, time travel: for version 3 of Audion, they hired their first Cosgrove.

Cabel Sasser: We met him at a Macworld one time and we are talking to one of them. And then I wasn't sure if the one that we met was the same one that we were talking to or not, because I couldn't tell them apart yet.

Christa Mrgan: Will and Wade Cosgrove are both engineers at Panic. They're also identical twins! As Audion users, they had made an application to control Audion via OS 9's Control Strip, which Panic ended up bundling with a version of Audion 2. Panic hired Wade first.

Wade Cosgrove: Name is Wade Cosgrave, uh, I'm a programmer here at Panic. Audion was the first product I worked on, after I started working for Panic. It would've been late 2001, I believe. The whole reason I got hired here actually is, through Audion. I was a big fan of the app, so it was fun and exciting to work on. You know, I started in November, but I was working remotely at that point cause they were just finishing up the office build-out and they were still working out of the apartment.

Christa Mrgan Oh, yeah: at the time Panic was gaining success in the Mac world, they technically had three and a half employees (Ian Cely in support was part-time) but they were still working out of Steven and Cabel's apartment. Lucius remembers being kind of surprised to find that out.

Lucius Kwok: Panic with this corporation, and you know, I thought, "Oh man, these guys are pretty serious, you know?" And uh, so I flew out there and met up with Cabel and I was walking up to his office, I said something like, " Oh, this place kind of looks like an apartment building." And then he kind of sheepishly said, "Uh, yes, it is an apartment building."

Christa Mrgan: But whatever. Despite working out of their shared apartment, Cabel and Steven were an unstoppable force of nature when it came to building and shipping features. And of course there were some fun Easter eggs in the app, too, including a little checkbox that said "is harpsichord music," which did absolutely nothing, and

Steven Frank:If you hold down the option key while choosing the about box, there's a little very old picture of me and Cabel in there looking like cool dudes.

Christa Mrgan: [00:23:00] And they needed version three to really one-up the competition. And for that, they needed Jeremy Bailey to go from an Audion community member to official Audion face designer.

Cabel Sasser: Jeremy Bailey's were always the best, and that's why we hired Jeremy Bailey to do the default face in Audion.

Jeremy Bailey: The most beautiful moment was getting a call from Cabel, founder of Panic—'cause I was only like 18 at the time. And he was like, "Hey, would you like to like design for our new version of Audion, like be the standard interface?" they wanted to stand out as unique and different and the type of work I was doing that they might've appreciated was, I was trying to make things look realistic, like different stereo kind of setups. And I was sometimes taking it into an imaginary or speculative realm, or like a little bit futuristic. And so I think my conversations with Cabel were like, you know, let's make it look like aspirational, but also let's demonstrate what we can do that no one else can do. And I can remember going back and forth with their developers and even with Cabel when they like were able to introduce like additional functionality that would allow me as a designer to express myself more fully. And so we're just looking to, do the best we could in terms of demonstrating what the platform was capable of.

Cabel Sasser: He was just a master at really what was what we now call skeuomorphic design. It didn't have that term at all. Then it was just a cool interface and he was so good at like translucent plastic and cool metal textures and just every Jeremy Bailey face was incredible.

Christa Mrgan: Audion's interface design— from the faces made by Jeremy to a lot of what the rest of the Audion community was creating— was really on the cutting edge of what was possible for the Mac at the time, and ended up sharing a moment in this somewhat revolutionary time in interface design, both inspiring and being inspired by the look of the Aqua user interface that appeared in OS X in March, 2001.

Jake Rodkin: All of the just like techniques and ideas seemed so ahead of their time. A lot of the stuff in that community ended up informing, or if not informing, predicting the visual design of the of the next five years that came after it. it's very strange. Like all of the just weird beveled, squishy buttons and bright colors and weird translucent elements of user interface that all the artists in that community were doing just kind of looked like what everything looked like in OS 10 when it came out. And then also really predicted what sort of early iPhone apps would look like. I don't know how that happened or why.

Jeremy Bailey: Often when things happen, it's a confluence of different, you know, events both technical and creative that come together. And I think with Aqua you know, the same tools that made it possible for me to replicate those kinds of textures. And that tactile nature in the interface became available to folks at Apple. I was also inspired, I remember by the iMac that had come out. And I know that the Apple, software team wanted to replicate the look of that as well with those Aqua kind of buttons, right? It was the translucency of that computer. And it kind of had inspired the whole world, right.? 'Cause it's like computers had been these beige business machines and it was the first step into this kind of wild, creative world.

Christa Mrgan: I'm kind of jumping all around the timeline here again. I can do that though with the magic of editing! But well before Audion 3, which was released in early 2002, Cabel and Steven were thinking of any possible way to get ahead of and finally beat SoundJam. Let's look back at 1999:

Cabel Sasser: It got to the point in the rivalry where the dream became just, we have to find a way to make this thing free, because if we can make Audion free, then we will win like a hundred percent for sure. And that became like a real mind virus where it was just— the stress of that was obviously, you know, it's a sales competition. And also honestly, probably knowing that like that's where the industry was going to go in general.

Christa Mrgan: So when Rob Lord, who at the time was general manager of Winamp, contacted Cabel with a potential offer from AOL, Panic was very interested, even though it was... AOL.

Cabel Sasser: Like we had seen AOL buy Winamp

Christa Mrgan: I should probably tell you that Winamp was a media player for Windows, developed by a company called Nullsoft, and it sold to AOL in 1999 for $80 million.

Cabel Sasser: And Winamp became free. And, it just felt that that's the only way out. Like that's the only way that we can ensure that this is the app that everybody uses on the Mac to listen to music.

Christa Mrgan: So while a huge pile of money sounded really great, what actually drove Cabel and Steven to consider a deal with AOL was this idea of ubiquity. They wanted Audion to be the music player for the Mac, but Cabel says they had no idea how to close the deal.

Cabel Sasser: I picture myself like the toddler in the oversized coat trying to sneak into the movie. Like visiting the AOL offices and like meeting the, AOL exec or whatever I could not have felt more uncomfortable in my skin. I didn't know business at all. And I'm not a wheeler-dealer by any stretch of the imagination. And so of course I can go back and think, Oh, that was weird that we didn't push harder on that. Or it was strange that we didn't say like, "Hey, make a decision now. Like we got some other offers" or whatever. But of course we didn't because we were adult babies.

Christa Mrgan: And! One of those other prospective offers at the time was from Apple! Cabel had emailed Steve Jobs right after the initial release of Audion in 1999, just pitching it to him in the hopes that he'd download it and try it out. And he heard back a few weeks later— not from Steve Jobs, but from Charles Wiltgen, who was the QuickTime Technology Manager at Apple Worldwide Developer Relations. He said he was interested in meeting to discuss the future direction of Audion. Apple had hinted at getting more serious about music and MP3 players, which made Panic extra excited to meet up. And obviously if you're Panic and considering selling or working out some kind of deal, Apple sends a lot more interesting than AOL.

Cabel Sasser:Apple would have been a much better fit than AOL. By leaps and bounds.

Christa Mrgan: They didn't get around to scheduling the meeting with Apple until the following June, though, about nine months later, when Panic was deep in discussions with AOL about them possibly acquiring Audion. So Cabel said he wanted to bring some AOL executives along, thinking it only seemed fair. AOL had approached them first, and maybe the Apple meeting would move things along. But none of the AOL folks could make it, and that meeting was canceled. And soon, so was the AOL deal.

Cabel Sasser: The AOL thing seemed to stall out and I didn't know what to do, like you can't force people to do this stuff. And there was a lot of, you know, "Hey, we're working on it and we got a term sheet coming" and all this other stuff. And I didn't know...I didn't know how to push on that. And so, it just kind of fizzles out. Like things just sometimes fizzle out. And that was when, you know, we were like, well, I guess we're not making it free.

Christa Mrgan: So they continued to up the ante with each subsequent release of Audion, including Lucius's MP3 features and the Cosgrove's control strip functionality. And then miraculously, on Christmas Eve, just a few days after the release of Audion 2, Cabel, got an email from Steve Jobs. The Steve jobs. It said, "Cabel, I hear your deal with AOL fell through. Any interest in throwing in with us at Apple? Best, Steve." Wow. So of course, they set up a meeting for just a couple of weeks later during Macworld Expo 2001. But at that Expo, less than a month after the release of Audion 2, Apple released the first version of iTunes. It was free. And it had been built in part by Jeff Robbin and Bill Kincaid, the team behind their nemesis, SoundJam. At least now they knew what that meeting back in June of 2000 would have been about.

But there they were in January 2001, just a couple of weeks after a major, and very successful, release of Audion, meeting not only with Steve Jobs, one of their idols, but also with one of their main nemeses. Because SoundJam creator Jeff Robbin was in the room, too. It was awkward and surreal.

Steven Frank: I feel like I remember the meeting pretty well. Obviously it was intimidating. They had just announced iTunes and we were kind of a little bit shellshocked, I think. Not sure how that was gonna work out for us. Like, would it be viable to continue working on Audion, or were we pretty much done?

Christa Mrgan: Steve Jobs sort of nonchalantly suggested that Apple would crush Panic. How could a tiny indie software company's MP3 player compete with one from Apple, especially when Apple's was free? And so, they were at a turning point. A fork in the road. You see where I'm going with this.

Steven Frank: You know, Steve's email basically said, do you want to throw in with us at Apple? And I wasn't entirely sure if that meant work there as employees or cooperate in some capacity as non-employees. Which, you know, I realize now probably sounds ridiculous, but I think we, probably would have jumped at the chance, if there was a way we could have, been in an advisory capacity or somehow help with , Apple's music stuff without being fully consumed by Apple. But that's not, a thing that Apple does and that, you know, that's not their way, and that's fine. But, I actually said something to the effect of, we'd love to work with Apple, but not for Apple. And as far as I know, that probably tanked the whole thing. I'll never know for sure, but I was just being honest with the way I felt at the time.

Cabel Sasser: We felt like it's a once in a lifetime chance to have the ability to say, we want to try to do our own thing. Our backs weren't against the wall. We weren't going broke. We weren't rich by any stretch of the imagination, but we were happy with very little. And geez, if you have the chance to try it on your own, you got to try it because it very well may never ever happen again.

Steven Frank: The discussion never got to a point of talking about any amount of money in particular. who knows what the response would have been if they'd backed up the money truck, you know, we were still just operating out of our gut of what we felt was, was going to be the best choice for our lives. But I think that sort of gut instinct we've seen reinforced again and again by other people in the industry who have founded companies, gone on to sell them to much larger corporate entities and then just been shut down. They never ship another version. They never achieve any of the things they say that like, "Oh, now we've got all these resources at our disposal, it'll be even better." And for whatever reason, that just never happens.

Cabel Sasser: When you open the door of was it the right decision or not, it's instantly overwhelming and there's so many forks and things that have happened since then that could only have happened since then because of the decision we made. But. It's always interesting to think about. If I can share a secret with you, make sure you don't tell anyone. Anytime that I visit Apple Park, a part of my brain is like, "Oh, this is where I was supposed to be. Like, this place is really nice. These are people doing amazing work and reaching so many people, more people than I will ever be able to reach at Panic. Their work impacts phenomenal amounts of humanity in some way, and it's got a nice fountain. And they have like 17 different, water taps in different temperature and carbonation levels."

Mark Bramhill: Almost being acquired by Apple and having to make that decision about, you know, do we stay indie and do what we're really excited about, or do we go like, be quote unquote successful, in this way of being acquired? I think that that choice that they made was way more fulfilling and I super admire, and I wish there were more stories like that.

Cabel Sasser: Panic was always, maybe up until that point been a like, it's a thing we're trying and we'll see how it goes. And it's really easy to get in that mindset that this is temporary, but at some point you got to flip it and take it seriously. And I think that making that decision helped us flip it and take it seriously. We gotta hire some people, we should try some more apps. Like we, it can't just be the two of us. It definitely pushed us and honestly, like I know that was not Apple's intent, but I'm very thankful for that.

Christa Mrgan: So they came to a fork in the road, and without knowing for sure exactly what they were turning down, they chose to give this whole Panic thing a go. They kept cranking out more features for Audion with Audion 3 offering iPod support, because of course the iPod came out in October, 2001, something called MP3PRO encoding and playback, broadcasting, recording, batch encoder, a sleep timer; all kinds of stuff. Jake remembers it.

Jake Rodkin: All the secret weird deep features of Audion were crazy. I feel like they were Cabel and Steve increasingly trying to come up with ways to make Audion, viable and competitive, especially as iTunes showed up and started eating everyone's lunch by being free. They got out into the weeds with all sorts of weird features to be like , is this what people want? Is this what people would pay money for? And I guess ultimately it turned out that people really just wanted a nice playlist and the ability to press the play button and have it, not offend them.

Christa Mrgan: Yeah. With flagging sales and the challenge of keeping up with iTunes, Steven and Cabel decided to retire Audion in November, 2004. You can read Cabel's fantastic blog post about it. It's linked in the show notes. And funnily enough, while the rivalry with SoundJam and then briefly with iTunes honed Panic's drive to always make the best possible version of a thing that they can, it also taught them an important lesson about not overdoing it on features that people won't really need or use.

Cabel Sasser: Now it's super funny because our philosophy is completely different, which is like don't kitchen sink it, like really be selective about what we add. Really make sure that we're adding things that a lot of people are going to take advantage of. We're not always right. But it's funny that at the time we were so caught up in that rivalry that it was just about making stuff constantly.

Christa Mrgan: So Audion was retired, and that was it. Except: few people know that Audion almost made a comeback in 2010, as something completely different, for iOS.

Cabel Sasser As social media platforms begin to catch on, I realized that the only good albums that I had found recently were recommendations from friends.

Dan Messing Audion for iOS was a, I guess, a social media app for sharing and discovering music. Probably the easiest way to describe it was that it was Instagram for music, basically Instagram for albums.

Cabel Sasser: And so it was like, God, that would just be a cool little simple app where you could browse, people could post albums that they like. It'd be super visual, super cool. And would be, hopefully simple and straightforward. Just social media for sharing an album.

Dan Messing: and it had some really cool features, like—

Cabel Sasser: we had one legitimately great idea. That I asked Dan to implement and turned out better than I thought, but I almost don't even want to say it on the podcast because I have yet to see another app do it since and I kind of don't want to give it away. 'Cause I still feel like we could do it for something someday.

Dan Messing: I am Dan Messing. I'm a software engineer at Panic. But anyway, it was a really beautiful UI and there was a lot of cool stuff like the background colors and a lot of the colors for the UI were colors that were pulled from the album art. The background colors would fade and change depending on the album colors. Kind of like those effects that you get behind TVs, sometimes with HUE lights or whatever.

Christa Mrgan: Dan worked on what would have been maybe, possibly, the triumphant return of Audion. He developed it for awhile, but then everyone had kind of a bummer of a realization:

Cabel Sasser: We just came to the conclusion that there's no way to make money— for Panic to make money. We can't charge for this app. You can't charge for a social app. The whole point is that people have to get it for free and use it for free, or they'll literally never use it. We don't have an ad team. We can't sell ads in the stream.

Christa Mrgan: Panic was just not about to get into the business of selling ads or harvesting data.

Cabel Sasser: And it was just, it was kind of a brutal thing to have to admit to ourselves. You know, Apple has added some social features to Apple music and they're, okay. I can definitely say that they are not nearly as good as what we built. This sounds pretty egotistical, but if Apple had what we built in Apple music, those features would be used a lot more and it would be way cooler. So Apple, feel free to give me a call. You know my number, why am I using this voice? "You know how to reach me, we've got an app you can put it in your music!" I don't know why I'm talking like that. That was the weirdest. Anyways, it was a really cool app.

Christa Mrgan: It was a cool app. I didn't work here at the time, but I got to play with it and try it out, and it was really fun. That secret feature I edited out of the conversation really was cool, and I hope it makes it into the world in some way eventually. But Panic as a company loves to experiment, and they can. Because Steven and Cabel made the decision back in the early 2000s to remain independent, even from Apple, a company they both really admire. Over the past 23 years — seriously, they've been around for 23 years! — they have continued to build on their choices, large and small, growing with a community that has expanded exponentially since the days of juggling interrupt handlers in Mac OS 8.

Jeremy Bailey:People were either Mac or PC back then quite violent, you know, disagreement about what was better. And Panic really stood for like this high quality software company. Even back then where we're going to like really listen to our community about what they wanted and then respond and like, and then also include them in the design process. These are actually like very modern principles for software design now, but back then, like they were the only ones that I knew and Panic was just like this company that seemed to really care. I had literal interactions with them as a teenager, it's just seems like mind blowing to me now that they even had time for me, right? But not only did they have time, they actually developed the product with my feedback in mind. I found that super, super inspiring. I'm just super appreciative that I was a part of that when it started yeah, I got to share it with, with, with the team over there, but also with like a broader global community at the kind of the dawn of the internet age.

Jake Rodkin: I felt even from like just hitting their website for the first time in the late nineties, thinking, Oh, this is a, a bunch of people who. Whoever they are are very excited about what they're doing and very much want to share their work with the world and they want to make you happier and more enthusiastic for just just through the act of using what they've made. It's hard for me to know what has changed about Panic from outside of Panic because from the outside it seems very similar, but bigger.

Cabel Sasser: I mean, the most important change obviously is that it's not just me and Steve doing everything cause it was me doing all the design and the writing and the web and the support and the documentation, and then Steve doing all the engineering and that's the one hard thing about when we talk to the press about Panic, then the story is often still just the Cabel and Steve's story, and that's not what Panic is anymore. And it's hard. I don't know how to handle that. I mean, that's like the classic story that they want to hear, right? Like the two scrappy young upstarts made a thing and here they are today. But really the story is, everybody else, this amazing team of people that's been assembled. What's not changed is I still sit next to Steve, we still joke about a bunch of garbage all day long, and we're still referencing the same TV commercials from when we were kids. Like there's, it is startling how little has changed in how Steve and I communicate with each other and how we joke with each other.

Christa Mrgan: There are so many interesting coincidences and connections that all seem to stem from the Audion years. I didn't even talk about Audion's popularity in Japan, and how it led to Panic hiring Noby Hasegawa and Kenichi Yoshida, our Panic Japan team. Noby had worked for act2, the company that published Audion in Japan!

Cabel Sasser:…But that company kind of sucked. And at one point Noby was like, "Hey, I'd like to maybe leave, can I do this stuff for you on my own?" And we're like, "okay, sure." And then now Noby's like helping us out with Playdate stuff and having Playdate events and all this other stuff, and then through Noby we know Kenichi and then, I mean, it's just like, it goes on forever where this one app and this one experience just like spirals out to all of these parts of our life, and this comes from that juncture point. This all stems from that junction point of making that decision that we want to do this thing on our own. The company is far beyond us. It's everybody else that's been added to the picture since that juncture that has made Panic what it is today that is grown, Panic as a business and all that other stuff.

So, yeah. That's the key. It's — it's the friends we made along the way! It really is!

Steven Frank: Some of those people, who supported us back in those early days are still around today. Like they still talk to us on Twitter and it's like, Oh, yeah, I remember when I first met you guys at Macworld Expo, or, you know, something like that. And they've, they've literally been fans for the entire existence of our company, and that's kind of amazing to me. Like, that's, that's, um, humbling. like I don't know. I find that that meaningful, you know. It's nice to make money, but it's also nice to make friends along the way.

Cabel Sasser: Oh, I can't believe we got there. Finally. It's just the friends you made along the way. God, that makes me very happy.

Christa Mrgan: I swear I did not ask either of them to say this, which is why it's kind of perfect.

Cabel Sasser: Yeah. Beautiful. There you have it. Okay, cool. Well, good luck making sense of that.

Christa Mrgan: Thanks so much for joining me for this episode of the Panic Podcast. Season one will feature stories about other blasts from Panic's past, so mash that subscribe button as hard as you can, and tell your friends to give it a listen.

One final note: I tried very hard to get someone from the SoundJam team to talk about SoundJam, but was very politely declined by Apple when I emailed Jeff Robbin. And I was unable to get in touch with Bill Kincaid despite the help of Twitter user @simx, who did his best to connect us, after I found him by searching for, "Bill Kincaid SoundJam" on Twitter. So, thank you @simx. It was really nice of you to try, and I appreciate it.

Oh, also, Jeff Robbin is probably a lovely person and he's not really Cabel's nemesis. I just said that for dramatic effect. Okay. You probably knew that.

This podcast was written, produced, and edited by me, Christa Mrgan, and our amazing theme music was, of course, composed by Cabel Sasser. Neven Mrgan designed the podcast page and artwork. Tim Coulter built the website and wrangles the podcast feed. Michael Buckley made the super-cool Audion web player, featuring tons of faces he revived from the Audion archive. A huge thank you also to Jake Rodkin, Jeremy Buckley, Lucius Kwok, Mark Bramhill, Wade Cosgrove, Dan Messing, Steven Frank and Cabel Sasser for talking with me for the show. Thanks to everyone who has been a Panic fan and community member over the years, and of course thanks to everyone at Panic.

Jake Rodkin: Hotline was a Mac-only internet client that was I think mostly Hotline was for warez. I think mostly Hotline was for people who wanted to pirate software, but also wanted to feel very, um, very classy about it. I was on a hotline server full of big Mac nerds, but it was like the weird underground sewer version of the beautiful aesthetic Mac shareware community, which is where I hung out and talked about and played Quake and, talked about Mac software. I will say that the server that I hung out on did not contain pirated software and did not condone the piracy of software. Long story short, I met Cabel finally, like in the closest version of internet face to face, which is in chat, on a hotline server.

Christa Mrgan: Face baby Jake Rodkin!