The three musicians who would come to constitute Thee More Shallows met for the first time at a concert in 2001, where they were all playing with different groups. Songwriter Dee Kesler at the time was in a band called Shackleton along with Tadas Kisielius, and the two of them became the founding members of the group originally known as simply Thee Shallows. Tadas soon moved away, however, and so Kesler brought in Jason Gonzales of The Cubby Creatures and Chavo Fraser, both of whom were performing as drummers at the time.