[1] After hearing demos of Howerdel's music, Maynard James Keenan, the lead singer of Tool, offered his services as vocalist.

They were then joined by bassist/violinist Paz Lenchantin, guitarist Troy Van Leeuwen, formerly of Failure, and drummer Tim Alexander, formerly of Primus.

Soon after entering the studio to record their first album, Alexander was replaced by Josh Freese of The Vandals.

They were replaced by bassist Jeordie White (Marilyn Manson) and guitarist Danny Lohner, both of whom had been involved in the production of Mer de Noms and the later Emotive album.

In 2004, the band continued touring in Australia, Japan, New Zealand and Europe, concluding in the late-spring in the United States.