At the time, Mark Duplass was touring the country in support of his solo debut, Small Hands.

[5] After another solo release, Duplass moved from Austin to New York City to pursue his music career.

Shortly after arriving in New York, Duplass was diagnosed with tendinitis in both of his arms,[6] and was told that playing the guitar would further aggravate his injury.

[11] The band drew inspiration from acts such as Elvis Costello, Guided By Voices, Death Cab For Cutie, Beulah and Wilco, according to Duplass.

Craig Montoro contributed to Mates of State's 2003 release Team Boo as well as Sufjan Stevens's Illinois in 2005.