On August 5, 1998, Lehrer and Abramowitz attended Warped Tour 1998 at the Pompano Beach Amphitheatre, where they met 17 year old guitarist Derek Miller. Miller was already a fan of Poison the Well and asked to audition as their new rhythm guitarist.
Bassist Jeronimo Gomez, who had previously played in As Friends Rust, Wayside and Red Letter Day, quickly joined Poison the Well, but the band had difficulty finding a rhythm guitarist. Abramowitz was asked to return and fill in as rhythm guitarist at concerts while the band auditioned new members.