The band was originally composed of founder Tommy Victor (vocals, guitar), along with Mike Kirkland (bass) and ex-Swans drummer Ted Parsons.

[2] The trio signed with Epic Records, and their first major label release, 1990's Beg to Differ, was a minor success, and received regular exposure on MTV's Headbangers Ball.

[1] Former Flotsam and Jetsam bassist Troy Gregory replaced Kirkland for 1991's Prove You Wrong.

Gregory was soon replaced by ex-Killing Joke bassist Paul Raven, plus keyboardist John Bechdel (ex-Murder Inc.) for 1994's Cleansing.

The album marked a change of direction towards a more industrial sound, being regarded as Prong's "most varied record".