The band's initial members were Rod Middleton (lead singer), Jon Armstrong (keyboardist), Rich Hillquist (drums), Russell Cluff (bass), and Rick Anderson (guitar).

Jeff Hubbard replaced Cluff on bass shortly after the band's formation, and Sam Reisner (saxophone) joined in 1991.

Middleton and Armstrong continued in the band when the remaining members changed around 1992 to Pat Campbell (drums), Matt Corry (trombone), Kent Carter (bass), Andy Warr (saxophone), and Lou Eastman (guitar).

Armstrong recalled forming the band in the fall of 1989 with his roommate Hillquist, Rod Middleton (lead vocals and trombone), Russell Cluff (bass) and Rick Anderson (guitar).

[5] Middleton and Anderson had tried to form a band earlier, and their initial covers included "Ghetto Soundwave" by Fishbone and "Monkey Man" by Toots & the Maytals.

"[15] On Anderson's blog, he recalled opening for the bands Bad Manners, Food for Feet,[16] Ras Midas and the Bridge, Steel Pulse, The Blasters,[17] and The Donkey Show.

[21][3] They frequently performed at a dance and martial arts studio called Center Stage.

Armstrong stated that with the loss of the Ventura Film studio venue, they had nowhere they could perform in Utah county.

Their new members were Pat Campbell (drums), Matt Corry (trombone), Kent Carter (bass), Andy Warr (saxophone), and Lou Eastman (guitar).

[25][14] A 1994 Deseret News article wrote that the band had achieved "considerable success on the local level.

He particularly liked how Rod Middleton's lyrics "manage to skewer modern-day realities on the point of common sense.

[28] Hammond Chamberlain, on his podcast Soundography, said that "Shut Up" was "one of the heaviest ska songs I've ever listened to.

[14] Armstrong spent a summer living in Oakland, California, and saw Bill Frisell perform at Yoshi's.

Armstrong stated that he wasn't as familiar with ska as Middleton and Anderson, who "brought a lot of cover influence" to the band's songs.

[41] Send Help: The Utah Ska Compilation by ABCD records included "Officer Friendly" and "Nice Guy".