This paper describes a sound synthesis technique that modulates the coefficients of allpass filter chains using audio-rate frequencies. It was found that modulating a single allpass filter section produces a feedback AM–like spectrum, and that its bandwidth is extended and further processed by non-sinusoidal FM when the sections are cascaded. The cascade length parameter provides dynamic bandwidth control to prevent upper range aliasing artifacts, and the amount of spectral content within that band can be controlled using a modulation index parameter. The technique is capable of synthesizing rich and evolving timbres, including those resembling classic virtual analog waveforms. It can also be used as an audio effect with pitch-tracked input sources. Software and sound examples are available at http://www.acoustics.hut.fi/publications/papers/dafx09-cm/