The Ace of Cups was a rock band formed in San Francisco in 1967. It has been described as one of the first all-female rock bands. The members of the Ace of Cups were Mary Gannon (bass), Marla Hunt (organ, piano), Denise Kaufman (guitar, harmonica), Mary Ellen Simpson (lead guitar), and Diane Vitalich (drums). Lead vocals were sung by all members of the band except Vitalich, and all five sang backup. The songwriting, too, was divided among the band members.

Gannon was born in New York and moved to San Francisco in the early 1960s. She played bass for a short while in a band called Daemon Lover. Hunt, who had grown up in Los Angeles, had been playing the piano since she was three. Like Gannon, she also moved to San Francisco in the early 1960s. Hunt was introduced to Gannon through a mutual friend, and Gannon suggested that they form an all-female rock band.

Simpson was from Indio, California. She began playing the guitar when she was 12. Like Gannon and Hunt, she moved to San Francisco in the early 1960s. Vitalich, a San Francisco native, was a veteran of several bands. She once played drums with Bill Haley and the Comets. Simpson and Vitalich joined Gannon and Hunt's band around the same time.

The last woman to join the Ace of Cups was Kaufman. She also had the most colorful background of the group. Kaufman had been arrested during the Free Speech Movement at Berkeley, and she was involved with Ken Kesey and the Merry Pranksters (who dubbed her "Mary Microgram"). In a 1995 interview, Hunt remembered her first impression of Kaufman:

I'll never forget when she walked in. She's wearing cowboy boots, a very short skirt, a wild fur coat and a fireman's hat. Her hair's stickin' straight out on the side. She's got these big glasses and this big guitar case—she's like 5'3" and it's almost as big as she is. Even in San Francisco she stood out.

The band was named the Ace of Cups by their manager, astrologer Ambrose Hollingworth, after the Ace of Cups tarot card, which shows a cup with five streams of water. He told the women that the streams represented the five of them, and that they should "go with the flow" to see where the music would take them. They made their debut in the early spring of 1967. In late June, Jimi Hendrix invited the band to open for him at a free concert in Golden Gate Park. In London that December, Hendrix told Melody Maker about some of the "groovy sounds" he had heard that year, "like this girl group, Ace of Cups, who write their own songs and the lead guitarist is hell, really great".

In San Francisco, the Ace of Cups—whose new manager, Ron Polte, also managed Quicksilver Messenger Service—were playing regularly, headlining at smaller clubs such as The Matrix and performing as the opening act at larger venues such as the Avalon Ballroom and the Fillmore.

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