Middleton first encountered Powderfinger when it consisted of Bernard Fanning, Ian Haug, John Collins, and Jon Coghill. At the time, Middleton had been playing with Sonic Tapestry, and another band named Pirate. After seeing his band perform, Powderfinger invited Middleton to join them, and he accepted. Middleton described Powderfinger's early days as highly influenced by other popular heavy metal bands at the time, especially Pantera. Despite the band's members all having come from casual projects, the band's meetings were highly serious, according to Middleton, although he admitted they were "confused" in exactly what they wanted to do. Powderfinger generally performed covers of The Rolling Stones, The Doors, Led Zeppelin, and Steppenwolf, as well as Neil Young in their early days, in similar clubs to those in which Middleton had first played.