The OneUps: Your friendly neighborhood cover band

How a small-town band made it big by playing the video game music it loves.

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It's 10 p.m. when the music starts.

Some of the patrons at the Smoke and Barrel Tavern recognize the Metroid theme right away. Others just hear a guitar riff. Regardless, it's a matter of seconds before they're all dancing or bobbing their heads to the music.

On stage, The OneUps band members are having just as much fun as the crowd. This isn't the biggest show they've played — tonight's crowd of 60 pales in comparison to the 10,000 of two months ago — but it's where they started. It's home.

Fayetteville, Ark. is a college town. The kind that might not be on the map if it weren't for the nearby university, replete with students, athletes and sororities fueling the local economy. It was here, in the heart of the U.S., where The OneUps first met each other.

At the time, they were coasting. Playing music was enough — they didn't need to complicate things by worrying about the future. They were talented. Everything else was bound to fall into place.

But reality set in: talent can only get you so far sometimes. The band members were getting burnt out. They doubted themselves. As far as the music was concerned, they had lost direction.

But then, almost by sheer accident, they found it in the unlikeliest of places: by playing video game music.


Even during intermission, standing by the bar with their instruments nowhere near them, The OneUps are still the center of attention.

There's something inherently cool about them — something that makes wearing sunglasses and ties in back-alley bars seem normal. It's the same aura that draws anyone standing nearby into the conversation.

"It's like day and night," William Reyes, one of the band's guitarists and founding members, says. "We play big conventions, and there, you know everyone is there to see you. But here, there are a lot of people just out to drink with their friends and happen to stumble on the show."

Standing next to Reyes, the band's other guitarist, Tim Yarbrough, laughs.

During shows like the Penny Arcade Expo [PAX], playing for 5,000 people, The OneUps are hotshots. But in Fayetteville, The OneUps' moniker garners them about as much fame as the next local band to walk into the bar. Their hometown is the calm eye of the storm, and they wouldn't have it any other way.

"I love it," Yarbrough says. "I love playing the town. It's humbling. People don't always know us here. The second time we played PAX, we came back here a couple days after and realized we still had a lot of work to do, even though we had just come off a huge show."

If the eccentric group of musicians doesn't already draw attention near the bar, Matthew Bridges, their bassist, fixes that — but not on purpose.

"No matter where we are, people love these game melodies, and we love playing them."

He stands a head taller than anyone else. But, in true bassist fashion, he doesn't usually occupy the limelight. For most of the show, he'll be nodding his head while the rest of the band moves about the stage. Even during their drink break, Bridges hides behind his sunglasses, content to hang back and listen. Get him talking, though, and he takes off.

"Shows like PAX and [Music and Gaming Festival] are great," he says, "but I wouldn't be able to text my family and say, 'Hey! We're playing tonight, come out and see us!'

"But no matter where we are, people love these game melodies, and we love playing them. After every show, I'm immediately excited for the next one."

Intermission is almost over. Reyes begins to look around, searching for the OneUps' drummer, Jared Dunn. In doing so, he spots someone else.

"This is Mustin," Reyes introduces the newcomer to anyone listening. "The one that left the band."

The introduction is misleading: The OneUps' roster has been evolving since the band's inception, and numerous musicians have come and gone, opting to focus on other career endeavors or personal issues. But Mustin is different. He started The OneUps.

When asked if Mustin is his first or last name, he shakes his head. Because of estrangement from one side of his family, Mustin is his only name. It's a story he's told before, too many times, judging by the tone of his voice. But when his former bandmates say they were just talking about PAX, Mustin's mood changes.

"Oh man," he says, smiling. "PAX was incredible."

Jared Dunn, Mustin, Tim Yarbrough and William Reyes


Mustin at MAGFest IX

No one could have expected The OneUps would be in the position they're in today. Not even Mustin.

When he and Reyes first came up with the idea to play video game music, it was nothing more than a passion project; a simple pastime.

"We got some guys together," Mustin says. "We started playing these Latin jazz [and] rock arrangements of video game music, and we were all like, 'Wow, this is fun — playing game music with real instruments.'"

Because of its small-town nature, it wasn't hard to contact other musicians in Fayetteville. Before long, Mustin and Reyes had found a drummer, a saxophone player, a violinist and a host of others — name a type of musician, and odds are, it was included in the band's initial jam sessions.

The OneUps were the quintessential garage band. They got together to hang out and blow off steam when private lessons and music classes became too monotonous. They were college students who had finally found a way to enjoy music while they were there.

When several former members quit, Dunn, Bridges and Yarbrough joined up. Before they started, all three were getting frustrated with music, unsure if all of their practice would lead them anywhere. They began looking down other avenues, considering other career endeavors — until they found The OneUps.

Video game music became the musicians' blank canvas, a way for them to wander outside the confines of traditional musical studies. They weren't looking for money, just a little reassurance that their passion still meant something.

"You know, some people go to church on Sunday," Dunn says, laughing. "We go to practice. Sunday is OneUps day."

In 2000, there wasn't much precedent for what they were doing. But they really didn't care. When they created the Super Mario Kart album, they had no idea it would sell thousands of copies. When they covered the Castlevania 3 theme, they never expected to play it live in front of 10,000 cheering fans. They were just having fun.

"It was hilarious, because after the show, people were telling us how refreshing it is to see young people playing such sophisticated music."

But word about the band started to spread, and The OneUps began accidentally getting gigs: local bars, barbecues and community events.

One of those was a gala, a local gathering of the wealthy Fayetteville elite — not exactly the venue you'd expect for a video game cover band.

"We were pretty confused as to why they invited us at first," Mustin says. "We played video game music, but we kind of made it a little more formal, you know, for where we were.

"It was hilarious, because after the show, people were telling us how refreshing it is to see young people playing such sophisticated music. But then one of the waiters from the catering company came up and said, 'Dude, did you guys just play the Zelda theme?'"

Funny as it was at the time, the dichotomy of those encounters sparked a question: If the band's music appealed to groups of people with such vastly different interests at the gala, couldn't the same be true on a much larger scale?

From that question sprang an intoxicating idea: Maybe The OneUps didn't have to be just a weekend band anymore. Maybe they were on to something.

Oneups2The OneUps playing live at MAGFest XI

Striking a chord

If you turn your radio to a local station on the way to work, odds are it won't be playing a rock cover of a Mario 64 song. Video game cover bands don't grace the Top 40 hits list or have music videos on satellite TV.

Yet everywhere they go, The OneUps are greeted by thousands of passionate fans. Whether it's playing a show in Washington D.C. or San Jose, the niche market the band stumbled upon seemed, to them, to be anything but.

"Video game music, inherently, is just appealing to more people than you would think," Bridges says. "It can be catchy, but it's so melodic. The way we play it, we combine that with our own style, and people just always seemed to get it — to get that it was unique."

The OneUps didn't realize the distances their music was traveling until Mustin got a call from Roanoke, Va. in 2002. The band's popularity on sites like OverClocked ReMix and Bandcamp had grown so much that the organizers of MAGFest got wind of the band's eclectic style. An official invitation soon followed.

"We went out to [Roanoke]," Reyes says. "Mustin drove, and the rest of us flew. And it was just a room with video games. It wasn't this big, spectacular thing like it is now."

But times have changed. MAGFest has grown, and so have The OneUps.

The most recent concert in January logged 10,000 in attendance, up from 300 the first year. Reyes says this without skipping a beat. Large crowds still excite the band, but it's nothing they can't handle. They're veterans.

"MAGFest is such a different thing now," Reyes says, shaking his head. "Looking back, it's crazy how big it seemed at the start."

But the tipping point The OneUps were waiting for didn't come. There was always the annual MAGFest to look forward to, but they felt as if they had struck a glass ceiling, unable to climb higher. The musicians were struggling to justify the time investment that practice and smaller shows demanded.

Their first two albums weren't selling well. Bar gigs became too frequent. Temporary members were leaving when other concerns took priority. In short, The OneUps lost sight of the horizon.

A shot in the arm

Seven years after they formed, when venue shows were few and far between, the band was ready to call it quits. But they had already promised one more show.

"Robert Khoo (business manager for Penny Arcade), I guess he listened to us on his iPod," Yarbrough says. "He got in touch with Mustin to play PAX. I don't think we realized the scope of things yet."

They were all in agreement. PAX would be their last gig.

Mustin's voice trails off as he remembers it.

"I was doing some banter, goofing off with the crowd," he says. "Then I asked William to start playing. It was this groove; it was funky and cool. And whenever the melody started on the sax and the violin, it seemed like all 5,000 people started screaming at the top of their lungs.

"We didn't have time; we didn't know what direction we wanted to take."

"I just remember, when that happened, I let out this sigh that I had been holding for years. A sigh of relief, that everything I had been working on was worth it. There was always this itch on my back, and I had finally scratched it."

Over the course of the show, The OneUps were perplexed. Merely hours before, they were teetering on the brink of extinction. But a screaming crowd of 5,000 can change your mind in a heartbeat.

"We didn't have time; we didn't know what direction we wanted to take," Reyes says. "You know, we had other stuff to do. But after [PAX], it snowballed. We sold a ton of albums. We knew we could travel anywhere and play venues and that people would like it. We were like, 'You know what? Let's get back together real quick. Let's push the envelope.'"

What began as a passion project had evolved, not only into a means to an end, but into an end in itself. A group of musicians had found a catalyst for their skills, and it just so happened that a lot of people were paying attention.

Even now, six years after that fateful show, The OneUps are still playing. In small dive bars and huge arenas, the niche market they call home, and the fans therein, has fueled them. It's given them a creative outlet they couldn't find anywhere else.

"Mustin and I played a punk ska band in high school," Dunn, the band's drummer says. "We had won Battle of the Bands in another. I play in four or five other bands now.

"But The OneUps are different. Once we figured out the potential that was there, and how many people were into this kind of thing, it would have been stupid to not keep going with it."

Tim Yarbrough at MAGFest IX
Oneups3The OneUps playing in January, 2013

The refrain

It was November 2012, and Dunn was nervous.

His band was getting ready to start playing. Reyes' guitar was tuned and Yarbrough was waiting for the go-ahead to start the song.

But Bridges wasn't there. He was overseas with the U.S. Navy Band.

Mustin wasn't there either. For a few months, he had been shying away from traveling too far with the band — and Mexico City is pretty far.

"We got invited to Mexico out of the blue," Reyes says. "But I didn't think it was real. I thought, 'OK, I'll keep in touch, but my hopes aren't high.'

"After 20 emails, I knew [the organizers] were serious."

The crowd peering up at The OneUps wasn't the biggest they'd seen. Besides, after 10 years of performing, the Ark. natives didn't get stage fright easily. But it was another country. It was their first international show. Prior to then, The OneUps didn't even know their name was known outside of the U.S. They never imagined their music had crossed the country's borders.

Without any more hesitation, Dunn, Reyes and Yarbrough — along with temporary bassist Garrett Jones — began the show's opening song.

"It was a demographic we didn't even know we had."

Behind an array of drums and cymbals, watching the band play from behind as a foreign crowd cheered them on in Mexico City, Dunn was awestruck at just how familiar it all felt.

"It felt just like it did in the United States," he says. "People were really excited. People from a different country were relating to each other in the same exact way, by listening to our music."

"It was a demographic we didn't even know we had," Yarbrough says, reveling in the same memory as Dunn.

It's hard to imagine these four energizing thousands in a foreign country. They talk about it like it's nothing; like they had it planned all along. Their passion is infectious.

And you can't help but cheer them on. They're the underdogs, the small town heroes playing music that, as far as mainstream radio and television is concerned, shouldn't be earning them any money at all. Yet, it is. And The OneUps — they couldn't care less.

Reyes wants the band to travel more, to Europe or Asia. Yarbrough wants to keep putting out records. Dunn enjoys the small shows. Bridges is happy just to be a permanent member of the band again.

And Mustin? He's gone solo since earlier this year, eager to put out his own music now that he feels confident the band will be OK on their own.

"I've done a few things in my career, and I've left them in my past," he says. "I might be done playing with The OneUps, but I know that I'm never going to stop doing music. That's not an option for me. This music stuff doesn't make you rich. But it makes me happy." Babykayak

Images: Mike Mahardy
Editing: Russ Pitts, Matt Leone

Design / Layout: Warren Schultheis, Matthew Sullivan