The band was composed of original Cars members Elliot Easton and Greg Hawkes, along with vocalist/guitarist Todd Rundgren, bassist/vocalist Kasim Sulton, and drummer Prairie Prince.

Ocasek, who had opted out of any possibilities of a reunion, gave his blessing to Easton and Hawkes, saying, "I want Elliot and Greg to be happy."

On April 17, 2006, when Ocasek appeared on The Colbert Report and was asked if there was anyone he wanted to put "on notice", he answered "Todd Rundgren".

Rundgren referred to the project as "an opportunity... for me to pay my bills, play to a larger audience, work with musicians I know and like, and ideally have some fun for a year".

In 2010, Hawkes and Easton reunited with surviving Cars members Ric Ocasek and David Robinson for an album and tour.