Formed by guitarist Hillel Slovak, drummer Jack Irons, vocalist Alain Johannes, and bassist Todd Strassman, the band served as the nucleus for the Red Hot Chili Peppers.

Members of the band would go on to perform with Eleven, Chris Cornell, Pearl Jam, Mark Lanegan, Them Crooked Vultures, Alain Johannes Trio and Queens of the Stone Age.

Around this time, Slovak and Jack Irons decided to play a show with Anthony Kiedis and Flea under the name Tony Flow and the Majestic Masters of Mayhem at the Rhythm Lounge.

It consisted of the musicians improvising a punk funk jam (like Defunkt or James Chance and the Contortions) while Kiedis rapped a poem he wrote titled "Out in L.A." It was intended to be a one-time performance, but the show was received so well that they were asked to return again the following week.

Hillel Slovak and Jack Irons decided to leave the Red Hot Chili Peppers and stay with What Is This as the latter was their primary musical project while the former was seen as side endeavor.

Alain Johannes later met Natasha Shneider and the duo formed Walk The Moon, whose sole studio album featured Jack Irons and Chris Hutchinson on several tracks.