The project originated with the creation of the "Underworld" movie soundtrack in 2003. Danny Lohner, rock musician and producer previously involved with A Perfect Circle and Nine Inch Nails, was tasked with creating a soundtrack for "Underworld" film. Lohner recruited a large number of artists he had worked with in the past, and had them collaborate with one another, which created a number of atypical arrangements of artists on various tracks, such as Maynard James Keenan and David Bowie singing together on the track "Bring Me the Disco King". Among these variations, a group formed that was dubbed "The Damning Well", which consisted of Lohner on bass, Wes Borland of Limp Bizkit on guitar, Richard Patrick of Filter on vocals, and Josh Freese of A Perfect Circle.