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I love the dark synth in the background. The space created is great and the use of filtering is awesome. The change-up at about 2:25 and the eventual move into a beat at 2:50 do a good job of carrying this along. Good job.

Thanks! There's hardly any samples though---just some 909 drums (kick and clap I think) and a clicky noise, heavily processed. All the rest is synths and filtering

nice a great piece of subtlety and nice samples.