Paul Gilbert left the band in 1997 to pursue a solo career and eventually reform Racer X. Richie Kotzen, another Shrapnel artist and former guitarist for Poison, was brought in to take on guitar duties, also contributing occasional vocals.

Two studio albums were released by this lineup: Get Over It in 2000 and ACTUAL SIZE in 2001, which featured the single "Shine", used as the ending theme in the animation series of Hellsing.

Tensions in the band between Billy Sheehan and the other members, especially Eric Martin, led to the band's demise -- contractual obligations for yet another Japanese tour were fulfilled in the form of a "farewell tour".

The multi-million record-selling band broke up in 2002, many years since their last US hit, but while still enjoying great popularity in Japan. All of the former members have gone on to other projects in the music industry.

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