After an aborted project, tentatively titled "Bad Apple", with guitarist/vocalist John Sykes, talk show host Eddie Trunk heard about it and suggested Richie Kotzen, who had previously played with Sheehan in the band Mr. Big from 1997 to 2002.

The three musicians got together at Richie Kotzen's studio in Los Angeles[citation needed] and at the end of the jam session, they had a few skeletons of songs that would appear on the debut album.

Billy Sheehan is known for playing with Mr. Big, Steve Vai, David Lee Roth, Talas, and Sons of Apollo.

Mike Portnoy is known for being the original drummer of Dream Theater, Flying Colors, Transatlantic, Neal Morse Band, Sons of Apollo and Adrenaline Mob.

[1] When asked about the band's main influences, Mike Portnoy commented that they are working towards a classic rock sound, influenced by Led Zeppelin, Cream, Jimi Hendrix, Grand Funk Railroad, as well as newer artists such as Soundgarden, Alice in Chains, the Black Crowes and Lenny Kravitz.