Exclusive Interview with Mustin of The OneUps

When it comes to video game bands, The OneUps have been doing this longer than most. Their official site says they have been performing since their first show in 2002, and over the years they have played events like PAX, MAGFest, and GDC while building one of the most recognizable sounds in live VGM. Their catalog on Bandcamp stretches from Volume 1 all the way to later releases like Volume 4, Arkadia Retrocade, and the 20th anniversary release simply titled 20.

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What has always made The OneUps stand out is that they never approached game music in the most obvious way. Instead of just going heavier or louder, they bent these soundtracks into jazz, funk, Latin, groove, and all kinds of unexpected directions. That approach helped them become one of the defining names in the VGM band scene, and Mustin has been one of the key creative figures behind that legacy for a long time. His history with OverClocked ReMix and his broader work as a producer and arranger only adds to how much ground he has covered in this world.

(above sample of their work)

I was lucky enough to catch up with Mustin for this exclusive interview. He opened up about how The OneUps came together, how their style evolved, what it was like sharing the stage with legends like Yoko Shimomura and David Wise, and why after all these years the band still means so much to the people who grew up with this music.

The Interview (11.15.25) Forgive the time it took to publish this. 😉

Retro Replay: Do you remember the moment when you and the original members decided, “Let’s make a band that plays video game music?”

Mustin: Not really! In their college years, William Carlos Reyes and Nathan McLeod were playing at our local farmer’s market in the town square – William on his classical, Nathan on his alto sax. They were doing common jazz standards like “All the Things You Are” and “The Girl from Ipanema.” William decided to arrange Soyo Oka’s “Koopa Beach” from the Super Nintendo game Super Mario Kart for them to play and they had a lot of fun doing it. In another part of town, I was arranging video game music and uploading my tracks to OverClocked ReMix. I had recently acquired some digital music software, and around that same time, I discovered emulation. In addition to composing original music, I was arranging some of my favorite video game music into a variety of styles. At some point, William and Nathan came to me and said, “Hey, let’s make a band.” I grabbed a few more guys with instruments and then we were a band that played video game music! I don’t remember why it was decided that we only do VGM, but we really only do VGM unless we’re sneaking something into an arrangement, or if we’re playing a wedding and are asked to play a pop tune or something. But it’s a VGM cover band through and through.

Retro Replay: The OneUps began back in 2000. What was the local music scene like in Arkansas when you first started?

Mustin: There were plenty of bands around but nothing that was a “big deal.” People were friendly and supportive. There wouldn’t be much to say about it other than “it was nice.” Just a couple handful of venues. It was still a small town for music, but that has very much changed since.

Retro Replay: Why video game music specifically, what drew you to it over other styles?

Mustin: We wouldn’t say video game music itself is a “style.” Listen to the DOOM soundtrack and its rock and metal and then listen to Super Mario World’s swing and Latin influence. Very different genres. I’ve loved all kinds of music since I was a kid. It didn’t matter if it was Robin Beanland, Danny Elfman, Hall & Oates, or NSYNC – I really just love music. This band was something fun to do and a niche that was very small at the time with the most “bang for the buck” when it came to making something and getting something out of it. Had we just been another grunge band or hip-hop group making original music, it would have been much harder to get heard.

Retro Replay: What did those very first rehearsals and shows look like compared to the bigger stages you have played later?

Mustin: The first rehearsal was in the drummer Chris Strom’s drum room. He had about four kits in there along with a baby grand piano so we were packed tight. We first crashed and burned our way through the Mario theme, as I imagine many video game bands did. Tried it a couple more times and it became something listenable. We also played through “Guile” from Street Fighter II, “Mute City” from F-Zero, and I arranged “Monkeys” from Mario Paint. I spent so many hours listening to that music. I’ve always loved Latin music, and in that budding VGM arrangement scene, I didn’t hear many people making music outside of rock or electronic influences. The diversity in our styles set us apart from other bands. Oh, but in those early days – I remember one show that remains one of my favorite shows I’ve ever played – it was for three people: two friends and the bartender. That was pre-2005. And then later playing for 8,000 people – well, it’s still the same great music. Just bigger speakers!

Creative Process and Evolution

Retro Replay: The OneUps are known for blending funk and jazz into VGM. How did that style develop for the band?

Mustin: We started off with horns and were able to play several styles. Jazz is something that William and Nathan were already doing. I played jazz in the high school bands and the other guys that we brought in – David Embree on Trumpet, Chris on Drums – they had jazz backgrounds, too. But David had won singer/songwriter contests with his guitar and voice, William was arguably one of the best classical guitar players in town, and I came from a varied background of hip-hop, film music, and pop. Nathan was really dug in to jazz and remains so to this day. But when we started changing out members here and there, we adapted by using what was available to us. William was always hard up about the ToeJam & Earl soundtracks being among the best VGM, and the funk in there is undeniable. We still love TJ&E music and plan to eventually learn all of it. The original TJ&E theme is the first track on our first album and it’s possible that people associate the tune more with us than its place in the original game!

Retro Replay: When you arrange a new piece, do you typically start with a particular instrument or does the whole band collaborate from the ground up?

Mustin: There’s no definitive answer for this. Sometimes someone comes in with a full chart ready to go, sometimes two people arrange something and bring it. Sometimes we would play a tune over the loudspeakers that someone picked and then we all try to learn it in real time. And maybe two(?) times, we’ve played an arrangement that someone else made. So it’s quite random.

Retro Replay: Out of all the albums you have released, which one feels like the biggest milestone for you personally?

Mustin: It’s hard to not go with this cop out of an answer, but it’s the 20th anniversary vinyl, simply titled “20.” What a milestone! 20 years of playing in a band! An accomplishment we don’t take for granted. The band helped pick out the tracks that would appear on the album – one from each studio release. We also did a big interview together that we used in the album art. But I curated everything else. It was really humbling to comb through 20 years of recordings, photos, emails, album flyers, merchandise, comments, and so much more. So many people have made this band what it is. People love listening to us and we really appreciate it. It’s a fun thing to do and it’s all the more sweeter knowing how much people enjoy it.

Retro Replay: The band has covered everything from Mario Kart to Chrono Trigger. What has been the most challenging soundtrack to reinterpret?

Mustin: I don’t think any one soundtrack in particular gave us a greater challenge than another. We really go after tunes that we like and therefore have a great time working on them.

Retro Replay: Has there ever been a game soundtrack you wanted to arrange but decided against because it did not quite fit the OneUps style?

Mustin: No, because it is absolutely our “style” to take something and mess it up as much as possible. [laughs] We always come up with something.

Retro Replay: Do you have a personal favorite OneUps arrangement that you are especially proud of?

Mustin: The “Monkeys” track from Volume 1 makes me the most happy. After listening to the original for hundreds of hours, hearing it with live instruments settles my soul in such a satisfying way.

Band Life and Collaboration

Retro Replay: The OneUps have been together for more than two decades. What has been the key to keeping the band going for so long?

Mustin: William, Jared Dunn (drummer since Chris Strom left in 2004), and I all lived together for nearly seven years. So that’s the drummer, bass player, and rhythm guitar player all living under one roof. We are so tight musically because of it. Every Sunday we would almost literally roll out of bed, roll down the hall, and into the garage while we waited for the other guys to show up. Always having access to each other and our gear meant we could practice together more than the rest of the band, so it’s a strong glue that binds us. The rest of it is relationships. Some people gotta move on, some people gotta take a break, and you just gotta give space. It’s like family. With Tim Yarbrough (lead guitar joined circa 2003) leaving the band here in 2025 after over 20 years with us, it certainly leaves us disjointed. But now we have Jess Destramp in the lead seat on saxes and the voyage continues!

Retro Replay: Over the years you have played MAGFest, PAX, and other major conventions. Is there a particular live performance that stands out as unforgettable?

Mustin: Playing the Street Fighter II soundtrack with the composer herself, Yoko Shimomura, in Mexico City is absolutely unforgettable. I think back to sleepovers – passing controllers back and forth with friends along with bags of Doritos while rounds of Street Fighter II go on into the night. If you had told me that one day I’d be playing on the stage with the woman that wrote all of that music, I don’t think I could have believed it. It was an incredible experience, she was super fun to hang out with, and it’s just one of many amazing experiences I’ve had thanks to this band.

Retro Replay: The band has worked alongside legendary composers like Yoko Shimomura and David Wise. What was it like sharing the stage with them?

Mustin: David was fun because he was a bit of a quiet guy, but when we got him away from all the excitement of the con, he really livened up and had great stories. To say that I’ve shared the stage with David Wise is bonkers to me. And to say that he joined us on stage with his sax and was playing the melody he composed to “Aquatic Ambiance” – one of the most incredible and most recognizable pieces of video game music ever composed – just a few feet from me while I was playing keyboards – just bonkers. What a gift!

Retro Replay: How do you balance the band with your work at Mustin Enterprises? Do the two feed into each other creatively?

Mustin: The band is a separate beast. There’s some other accountability there in that them kids have gotta do their part or I can’t do mine. I’m definitely project producer on most of the band stuff, which means I’m handling logistics and paperwork. But with the Mustin Enterprises name, there’s more work going on. I’m getting into non-music stuff under that umbrella. With music, I just finished a huge project – my third solo album – and am working on other things: commissioned hip-hop beats, diegetic music for film, and more. I don’t think the folks in the band even know what I’m working on. So it’s pretty separate.

Retro Replay: What advice would you give to younger musicians who want to start their own VGM cover bands today?

Mustin: Honestly, I would ask them for advice. When The OneUps started, there were less than 10 bands. LESS THAN 10. We’re old! That said, I’m the only person my age that I know that loves and uses TikTok. All these other old farts use Instagram and Facebook. So I see all these really cool things that people are doing in VGM that I never would have thought of. I don’t know what advice I could give to Gen Z or Gen Alpha. I have one of each as children and they’re great about showing me stuff and keeping me cool. But I only have life advice – get out there and do what you do that is you because no one else is doing it – yet. Don’t let someone else fill the void you were meant to fill!

Community and Legacy

Retro Replay: You have been part of the VGM remixing and fan music scene since the early 2000s. How do you feel the community has changed over time?

Mustin: I don’t think it’s a community anymore. There are so many subsects of communities that meet up on Discord and at big conventions like MAGFest, but with so much of a “community” being online and video-based, I’m not sure how it all works. We started off on AIM and IRC chatrooms. This led to us meeting up at small conventions “in real life.” The closest thing I have to that old “community” style is the annual VGM CON in Minneapolis. I absolutely love this con! It’s small, but not too small. And there are a lot of faces that show up that I’ve known for over 20 years. And I get to meet the new folks that I love, even though they have no idea who I am or what I’m doing there. [laughs]

Retro Replay: What does it mean to you personally when fans tell you that your music has inspired them?

Mustin: It means the world. So many people have told me about their parents hating the VGM from the games but when this person plays the band’s music or one of my solo arrangements and then they’re bonding with their dad because it “sounds like rush” or whatever – it’s awesome! Many bands have told us that they started because of us. Many people have made friends because they name dropped us. It’s truly humbling and such an honor to have a positive impact on peoples’ lives. We’re all standing on the shoulders of geniuses here. If not for Uematsu’s music or Kondo’s music, we wouldn’t be playing Final Fantasy music or Zelda music on our instruments. And because kids like me grew up listening to that music and loving it, they then find themselves with like-minded friends, or maybe in someone’s garage with an instrument jamming out – it’s all so amazing. We didn’t write these melodies, but we’re so happy to have arranged them in a way that brings people together and to music in general.

Retro Replay: The OneUps have outlasted many trends in both gaming and music. Why do you think your style continues to resonate with fans after all these years?

Mustin: I think the style is tongue-in-cheek like “yeah you didn’t think you were going to hear Super Mario Kart as done by Daft Punk, did you?” So by always keeping it sly, it doesn’t really matter what the genre is. Taking the adventurous The Legend of Zelda theme and turning it into a sultry bossa nova isn’t something that most people would think to do. We like making arrangements that make us laugh and thereby keeping the audience guessing. The music is already there – if you don’t like what we’re doing, go listen to the original soundtrack. But by being unabashedly ourselves, we find the people that share our rebellious flair. Genre doesn’t matter when you’re flipping the script.

Retro Replay: If you could collaborate with any other VGM group or creator right now, who would it be?

Mustin: The only group we collaborated with was Mariachi Entertainment System and that was rad. That would be hard to top. More than anything, I’d like to share the stage with Robin Beanland and do some of his music. Conker’s Bad Fur Day is a masterclass in pastiche. Jet Force Gemini is a masterpiece. They need some love.

Retro Replay: Looking back at more than twenty years, what do you hope the legacy of The OneUps will be?

Mustin: That someone might update our Wikipedia page and correct all the mistakes! [laughs] I can’t imagine a better legacy than the one we’ve already built. People are so kind to let us know how much the band means to them. What’s better than that?

Bonus Wild Card Questions

Retro Replay: What is the funniest or strangest thing that has ever happened during a live gig?

Mustin: I (gently) electrocuted myself with a microphone, and a random, rather putrid dog just decided to come up to where we were playing and get in the way over and over again.

Retro Replay: Do you ever listen to your own albums for fun, or do you mostly move on once they are finished?

Mustin: If you pull my “Yearly Wrapped” list of music for the whole year, the number one artist I listen to is “Mustin” and the number two is “The OneUps.” Number three changes between “Greyboy,” “Childish Gambino,” or “Lena Raine.” I absolutely love listening to the music I’ve made. That’s why I made it! I wanted to hear it!

Retro Replay: What is a game soundtrack that you think is criminally underrated and deserves more love?

Mustin: Jet Force Gemini. I want a full orchestra performance and I want in on it!

Retro Replay: If you could only perform one VGM track for the rest of your life, which would it be?

Mustin: “Secret of the Forest” from Chrono Trigger, of course. Earlier today, I was working on the artwork for my latest single, which will be the… seventh(?) time I’ve arranged this tune. It’s my favorite piece of VGM of all time. Runner ups will be “Castle BGM” from Super Mario World and “Underground” (Dungeon) from The Legend of Zelda.

Retro Replay: Do you have a favorite deep cut game that you would love to bring into a future album?

Mustin: Jet Force Gemini.

Retro Replay: What is the most unusual fan request you have ever gotten?

Mustin: We played a pirate wedding once.

Retro Replay: Outside of gaming and music, what is a hobby or interest you are passionate about?

Mustin: I recently started a business as an improv instructor. I love doing studio portrait photography of people. Movies are my favorite media. I do love making and editing videos, but I haven’t quite figured out what I’d do with it yet. My favorite video I’ve made is my VGM CON 2023 commercial.

Retro Replay: If you could put together a dream concert lineup of VGM bands, who would be on stage with The OneUps?

Mustin: Oh geez…

EARLY SET:

Animalisa Keys

Super Guitar Bros.

Videri String Quartet

Select Start

Neskvartetten

MIDDLE SET:

The Consouls

Mariachi Entertainment System

Normal Activity

The Advantage

Mega Ran

Brentalfloss

Bit Brigade

BRING DOWN THE HOUSE:

ARMCANNON

The Konami Kode

Super Soul Bros.

Lame Genie

Powerglove

Metroid Metal

That’d be a helluva day! (note: some of these bands are defunct but you said “dream” so I’m bringing them back!)

Outro

The OneUps have always felt like one of those bands that could only exist because people loved this music enough to bend it, stretch it, and completely reimagine it without losing what made it special in the first place. That is a big part of why they still matter. They were early, they were different, and they built a sound that never felt trapped in one genre.

Looking through their official history and discography, it is easy to see how much ground they have covered, but hearing Mustin talk about it makes the bigger picture even clearer. This is not just a novelty act or a nostalgia trip. It is a long running creative project powered by friendship, experimentation, and genuine love for game music. After more than twenty years, that legacy is already secure.

If you want to dive deeper into what The OneUps and Mustin are doing, now is the perfect time to follow along and support them directly. You can check out their music, grab albums, and stay updated on future shows and releases through their official channels. Be sure to visit their website at https://theoneups.com, explore their catalog on Bandcamp at https://theoneups.bandcamp.com, and follow them on Facebook at https://www.facebook.com/TheOneUps and YouTube at https://www.youtube.com/@TheOneUps to keep up with everything they have going on. Whether you are a longtime fan or just discovering them for the first time, there is a lot here worth experiencing.

If you enjoyed this interview, there is a whole lineup of incredible VGM artists waiting for you on Retro Replay. You can dive into our conversation with FamilyJules, where we break down his journey turning game soundtracks into full blown metal anthems , check out the VomitroN interview for a deep look at one of the most faithful and uncompromising NES metal projects out there, or explore The Arkadian interview to see how modern VGM rock continues to evolve on big stages like RetroGameCon. Whether you are into metal, funk, or high energy live performances, these interviews give you a deeper look into the artists keeping video game music alive and louder than ever.