Of all the things that almost thwarted Danielle Applestone's life's work, she never imagined that one of them would be venture capital.

Applestone grew up in the Arkansas woods, in a house built on tree stumps. Her mom grew vegetables and chopped all the wood. Her dad, a disabled Navy veteran who has used a wheelchair since he broke his back, was into making bullets. The family was always modifying things around the house so he could use or reach them. "For me, it was like, holy crap, tools are power," says Applestone.

But home life was rough. "There are ways to control your family with fear that don't involve punching them," she says. At age 8, she tried to run away. In sixth grade, a teacher referred Applestone--by then, a constant tinkerer--to a free STEM camp. At 14, she gained admission to a free STEM boarding school, and realized that science would be her ticket out.

By the time Applestone debuted the Othermill in 2013, she was a single mom who had managed to graduate from MIT and to earn a PhD in materials science. She turned down a job at Tesla, where she would have been the third employee in its battery division. Instead, she built a machine that she believed would teach Americans the skills necessary to take the two million manufacturing jobs projected to go unfilled over the next decade.

More sophisticated than both a laser cutter and a 3-D printer, the Othermill is a computer-controlled milling machine that can cut into aluminum, brass, wood, and plastic with incredible precision. Industrial mills can cost hundreds of thousands of dollars and are the size of at least one refrigerator. Her team at Other Machine--now called Bantam Tools--had made a plug-and-play desktop version the size of a tall toaster that cost only $2,199. If a 3-D printer could let people make plastic objects at their whimsy, her milling machine could give people the power to produce the stuff that makes the stuff--anything from a circuit board to a gear.

"With a milling machine, the world is your Lego," says Applestone. Those at the forefront of the maker revolution believe "desktop milling has the potential to be even more significant than consumer 3-D printing," says Limor Fried, founder of Adafruit Industries, an open-source hardware company. Saul Griffith, founder of Otherlab, the San Francisco-based incubator where Applestone first hatched the Othermill, says any country that wants to stay ahead must empower the next generation with skills and accessible tools. "We have to give our children robots that make things," says Griffith. "Danielle is on the frontlines of giving robots to children so they can build the future."

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Developing the mill had been challenging. But getting the money to do it was even more difficult. In 2012, an $8 million Darpa grant was supposed to fund Applestone's company, but only a fraction of it came through. To keep the project alive, Applestone and her staff took consulting jobs while mounting a Kickstarter campaign. Crowdfunding success attracted angel investors and venture capitalists, from whom she eventually raised $6.5 million. By the time fundraising was over, Applestone, now 37, felt indestructible. As a woman and as a hardware entrepreneur, she says it was "a nightmare. You come out on the other side of it, and you're friggin' strong. It's like, I can do anything now."

By 2017, she'd been shipping product for three years and had reached breakeven, no small feat for a hardware startup. But at a board meeting that February, her investors told her it wasn't enough. They wanted to see the kind of growth trajectory that would bring dramatic returns, and they didn't think Applestone was on that path. She needed to do something radically different, they told her, or it would be time to sell. Suddenly, the funding bargain she'd made became very clear to her: "We couldn't keep doing what we were doing because we'd taken venture capital."

Applestone pursued would-be acquirers, but none of them were interested in running a hardware company. Some saw it as a potential acquihire; others just wanted her. Then there were those who wanted to turn Other Machine into a software company. Applestone couldn't stand it. The mill was about turning people into makers, not coders.

Applestone was desperate. "How can we say to our customers"--engineers, educators, hobbyists, many of whom Applestone had come to know personally--"you've been with us for four years, and sorry, guys, but someone bought us and they're shutting us down?" she thought. Sitting at her computer one evening in her Berkeley, California, office, she sent off another round of emails.

Then, at 6:49 p.m., she saw a green light pop up in her Gchat window. It was Bre Pettis. She'd known Pettis in passing for years--the maker community, at times, can seem alarmingly small. And Pettis, with his trademark sideburns and shock of salt-and-pepper hair, is one of its best-known members. One of the founders of 3-D-printing company MakerBot, Pettis had sold that company to Stratasys for $403 million in 2013. He'd also made the controversial decision to move MakerBot away from open source, enraging open-source evangelists. When, in 2016, he left the company a rich man, a large helping of ill will tagged along with him.

Applestone wasn't going to tell Pettis everything. But maybe he had connections to a potential buyer, she thought. Pettis asked her what she was specifically looking to sell. "The whole company?" he messaged her. "Yes, the whole thing," she typed back.

A few days later, Pettis was on a plane to Berkeley.

While Applestone knew from an early age that science was her calling, it took years for Pettis to find his. At 31, Pettis was a Seattle public school teacher and puppeteer earning $31,000 a year. He started making video art and instructional videos for his students, publishing them online, where they, along with the puppets, caught the attention of Phillip Torrone, senior editor of Make magazine, the bible of the DIY set. Torrone offered Pettis a job at Make, and they both moved to New York City, setting up a Make office within the headquarters of Etsy. "We thought he'd be the Make version of Mr. Rogers," says Torrone. "We were sort of right for a while."

Pettis became one of the founders of hacker space NYC Resistor, where he met his MakerBot co-founders Zach Smith and Adam Mayer. By then, Pettis was well known in the maker community, and he became MakerBot's CEO. Three-dimensional printing had long existed in an industrial capacity, but MakerBot brought it to the desktop with the radical promise to let anyone print anything--from replacement parts to, yes, dinosaur heads. In 2011, the company raised $10 million from investors.

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In a year and a half, MakerBot grew from 40 employees to 600. Along the way, something was bound to break. "The first culture at MakerBot was really about open-source hardware, changing the world with 3-D printers, and fuck the man," says Jenny Lawton, who was hired by the company in its early days, eventually becoming its chief strategy officer. "That's not a scalable system."

By 2012, Pettis was battling dozens of knockoffs, and felt he was getting few valuable contributions from the open-source community. As idealistic as MakerBot's culture had been, Pettis couldn't get MakerBots into the world if the company wasn't on solid financial footing. "He started out as a bootstrapped business and once you take venture capital, what employees don't realize is that unless you're explicit, there's a contract, there's a return that's expected," says Lawton, who later became MakerBot's CEO and is now COO at Techstars.

For the company to survive, Pettis says, he made "a shift that was really unpopular." MakerBot got a design patent. It stopped sharing its hardware ID and closed some parts of the software, says Lawton. The result, says Pettis: "The open-source community cast us out of heaven."

Meanwhile, MakerBot was growing more quickly than Pettis could handle and suffered tremendous turnover. Up until then, the most management experience he had was operating a classroom. "I was doing a lot of fake it till you make it," he says. "I didn't put the infrastructure in place for 25 people until I was at 100 people. By the time we were at 600, I was still a year away from having the culture that could support it."

When Pettis resigned in 2016--three years after selling MakerBot to one of the largest 3-D-printing companies in the world for $403 million--he walked away with a lot of money, but also a lot of regret. "I still cringe when I think of the leader I was and the choices I made," he says.

When Pettis arrived in Berkeley to meet with Applestone in March 2017, he didn't know what to expect. "My original intent was that I'm not going to let this die," he says.

Since leaving Stratasys, Pettis had indulged in the type of therapy only a maker with deep pockets could pursue. He started Bre & Co, a workshop at the Brooklyn Navy Yard for high-end manufactured products like watches and ceramics. Within the next two years, Pettis had scrubbed most of his social media presence and packed up all the ceramics gear and 3-D printers and put them in storage.

At Applestone's office, Pettis discovered "a team that could build an absurd machine" and, in Applestone, a leader "capable of building a product with zero returns, happy customers, and precision." Customers like Ryan Silva, a U.S. Air Force major and engineering fellow at Draper Laboratory, gave a glimpse into the trans­formational power of Applestone's mill. Silva had been developing a new type of medical device, but every time he needed to make a new prototype, it cost him $2,000 and took him a week to outsource production to a computer-controlled mill. Once he purchased the Othermill, he was able to produce hundreds of prototypes a week for a fraction of the cost, right in his lab. "For a non-microfluidic lab to publish a paper in the prestigious academic journal Lab on a Chip using an off-the-shelf CNC mill was a crazy idea," says Silva. "My lab just broke into the synthetic biology space with this mill."

But Pettis also realized that Applestone wasn't sure she wanted to stay with the company. Her team had once numbered 26, but through attrition, layoffs, and the knowledge that the company might not survive, it had been reduced to eight. Applestone needed help with sales and marketing, and she needed to have a clean relationship with whoever the new owner of the company might be. If she couldn't get that, she was willing to let the company live on without her.

Pettis didn't want to run the business day to day, and he had a suspicion he and Applestone could actually work well together. The two weren't close, but he had been a casual supporter of hers over the years. When Applestone was asked to join the Henry Crown Fellowship program at the Aspen Institute in 2016, it was Pettis--a member of the previous year's class of fellows--who had filled her in on what to expect. When she'd had manufacturing issues, he had advised her.

Applestone suggested they meet with Joe Hudson, her executive coach, to see if they could be compatible as potential partners. By then, Hudson had a solid understanding of what made Applestone tick. "If you look at her early life and how she got out of her situation, there is a deep desire to empower people," says Hudson. "She is trying to create the avenue of escape for tens of thousands of other kids." Typically, observed Hudson, business partners think about their relationship when it's too late. He was impressed that Pettis--even before committing to acquire the company--agreed to meet with them in a candid session. "I've never had anybody do that," says Hudson.

Applestone was confident Pettis, still considered a hero by many in the maker community, could fill in the gaps. He was a master at storytelling and getting the word out, which was exactly what her company, and all of desktop milling, needed. But he also had baggage, and she had to initiate some uncomfortable conversations. She asked Pettis why "there's all this negative stuff out there" about him. She'd watched Print the Legend, a 2014 Netflix documentary that paints Pettis as the 3-D-printing movement's Steve Jobs wannabe. In it, former MakerBot employees say that Pettis--once seen as the visionary leader of the next industrial revolution--was changed by power, becoming tyrannical and inhumane, driven by money at the expense of those around him.

Pettis explained to her the challenges he had been up against at the time--the knockoffs, his singular mission to get MakerBots out into the world. But he also told Applestone certain minds would never change. "That movie gave an opportunity for lots of people that I fired to say lots of nasty things about me, and I'm not going to say anything bad about them," says Pettis, who is upfront about his own mistakes.

As a founder, Applestone could empathize. She had made her share of controversial decisions too, including the removal of a co-founder in the name of cost-cutting. At the time, she felt she was in a "save the company" moment, but she understands that everyone involved may not have agreed. "I was satisfied with his answer," says Applestone. "I completely understand that I am not going to know the whole backstory."

Applestone needed a financial partner who had grown a brand and a company on a global scale. She decided she was going to trust Pettis. On May 1, 2017, for an undisclosed amount, the entrepreneur best known for MakerBot became the new owner of Other Machine.

In Applestone's company, Pettis now gets a second chance. "I don't get to go back in time," he says. "But in this case, I feel I get to resolve a bunch of stuff about how to grow."

In October, half a year after he purchased Other Machine, Pettis and Applestone are in their office, housed in a low-slung brick building sunlit by floor-to-ceiling windows. Pettis still lives in Brooklyn, but flies to Berkeley each month for a couple days, typically camping out in an Airbnb. Applestone is still learning what it's like to have a boss, and Pettis is learning how to be the boss without being the CEO. They see eye to eye on their company's mission, but when it comes to running the company, they often find themselves in a dance between Pettis's cynicism and Applestone's idealism--she is, in some ways, a version of Pettis's younger self.

At one point during my visit, Applestone starts discussing suppliers with me--until Pettis tells her that she should probably not reveal proprietary information.

"I'm an open book," says Applestone. "This is a small company. Everyone knows many of the decisions we make and why."

He reminds her that a lot of their development staff is on contract. He can easily put himself in a competitor's shoes and think: Well, the software team is on contract--I'll just go hire all of them. "I've had to deal with a lot of espionage, so I'm sensitive," says Pettis. "It's all fine until you have 200 Chinese knockoffs."

"The software is not knockoffable in the same way [as MakerBot's]," replies Applestone. "It's designed to work only with our machine. If ease of use is one reason people are using it, you need to go to us to get that."

"They'd download your software on a clone and then come to us for support," says Pettis. They talk some more about knockoffs. "How much time do you spend thinking about this?" says Pettis. "Like, I have anxiety about it."

"Hardly ever," she says. Then, as if to insinuate she's no longer in charge, she cuts back: "It's also not up to me."

"It is up to you," says Pettis. He usually looks at Applestone with pride, but now he sticks his tongue out at her in frustration. "Sometimes you pull this and I don't know why you do that. I don't feel like it's up to me. If there's a disagreement, we have to work through it."

One of the first big decisions the pair made together was to rename the company Bantam Tools. (It takes only one conversation along the lines of "So, are you going to use this machine or the other machine?" to experience brand dilution.) Pettis also persuaded Applestone to relocate the company out east this spring, to the unsexy town of Peeks­kill, New York, a few hours from Ithaca, where Pettis grew up. For what Bantam had paid in rent in Berkeley, it could buy entire buildings, and its manu­facturing employees could afford to buy houses.

But what's most invigorating for both Applestone and Pettis is the freedom they have to be patient now that they've stepped off the treadmill of venture capital. Applestone and Pettis had been planning to unveil a next-generation mill at January's Consumer Electronics Show. But a few months earlier, they realized if they really wanted their mill to break new ground, they would need more time to develop it. With venture capitalists, they would have felt the pressure to make the big splash sooner, even if the product was subpar. But with the new arrangement, they scrapped CES, instead allowing themselves another nine months to properly build what they believe is an even more transformational mill.

Over a dinner at Comal, a hip Mexican joint on Berkeley's main drag, Applestone and Pettis discuss building hacker spaces in schools and libraries so kids can get involved in making physical objects. Then the conversation turns to VC money--and neither ever wanting to go back to that dark place. "The future of our culture is being defined by venture capitalists who are not thinking about the future of our culture," says Pettis. "The valued culture is the startup. Feast or famine. If you're in a startup and you're not hockey-sticking, you die."

Instead, he's committed to running a sustainable small business, one that can have an impact on the world and be a reliable partner to its customers. He anticipates growth, but not crazy growth. In five years, Bantam Tools may have 50 people. Or maybe two related companies, each with a few dozen employees. He and Applestone are still figuring it out.

In big and small ways, the new partners are the inverse of each other. Applestone has been working her entire life toward this and she's 37; that's the age at which Pettis first founded MakerBot. They renamed the new company Bantam as an homage to a small breed of chicken known for its disproportionate strength. Applestone grew up raising chickens in Arkansas; Pettis had them during college in Olympia, Washington. Pettis seems energized every time he says "fuck" or "nontrivial," which he does a lot. Applestone seems both inspired and wearied by the thought of transforming engineering education for an entire generation. For Applestone, Bantam Tools is a chance to get her product into the world; for Pettis, it's that and a chance for professional redemption.

As the evening wears on, Applestone starts talking about the early days of the company--how it was supposed to be funded by that Darpa grant that never quite came through. This is the first time Pettis has heard the details. Suddenly, he realizes they have another strange overlap: He had applied for the very same grant for MakerBot.

They try to figure out why Applestone won it over him. "It's because you have a PhD in materials science," teases Pettis, who then refers to his partner as Doctor Danielle Applestone. But they never get to the bottom of it.

By the end of dinner, Pettis has located his Airbnb on his phone. It's in the Berkeley Hills, some three miles away. His luggage consists only of a small backpack, and he's excited to walk over there, although he looks more like he's going to skip. The flight of tequila is finished, but no one has touched an order of quesadillas. Applestone asks the waiter to pack them up, and takes them home to her son.


The Next 3-D Printer?

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Cheaper, smaller, everywhere

Until a few years ago, computer-controlled mills were the size of at least one refrigerator, could cost hundreds of thousands of dollars, and were difficult to use. Bantam Tools' mill is part of a wave of democratized high-tech hardware that gives engineers, educators, and hobbyists access to smaller, easier-to-use mills at affordable prices. Bantam's latest is the size of a large toaster, costs $3,199, and now competes with several other desktop mills, including the Carvey, by Chicago-based Inventables, and the Nomad, by Torrance, California-based Carbide 3D.

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Engineering like a sculptor

Whereas 3-D printing is commonly referred to as additive manufacturing, mills perform subtractive manufacturing. Instead of piling up successive layers of plastic--like MakerBot's printer--the process is more akin to that of a sculptor. It begins with a block or sheet of material such as aluminum, brass, wood, or plastic, and then bores into it to create the final product.