Behold The Arctopus was formed by Colin Marston and Mike Lerner, who had been playing guitar together for over a year-and-a-half by the time they found a drummer.

On December 30, 2008, drummer Charlie Zeleny posted a statement on his MySpace page stating that after five years with Behold The Arctopus, he would be leaving the group to focus on his career as a session musician.

[5] On November 25, 2009, Weasel Walter announced that he was moving to New York City to join the band on drums and will be writing "new, more extreme material from scratch.

Influential heavy metal bands include Ulver, Death, Neurosis, Darkthrone, Meshuggah, Atheist, Voivod and Gorguts.

Composers Béla Bartók, Luciano Berio, Arnold Schoenberg, and Krzysztof Penderecki have all influenced the band.