Hehe... this is the first prototype for SleepPhones. Nothing like it actually looks now. It was made with flannel sewn down around a plastic headband. We used some giant speakers we bought from American Science and Surplus and some wires we wrapped with black electrical tape. (We love American Science and Surplus. They've got really cool toys for do-it-yourself type people.) It didn't stay on at all, and it was quite uncomfortable. But the concept of using fabric over speakers was there. And so was the idea of an atypical exit for the wire — closer to the top of the head. Since SleepPhones are meant to be used in bed, the wire needed to be as unobtrusive as possible. We figured that while sleeping, the top of the head is the area least likely to move as much. So if the wire came out there, then it would be less likely yanked.