Astrid Plane, keyboardist Paul Antonelli, bassist Charles Ottavio (not to be confused with the original bassist of Red Zone), and drummer David "Frenchy" O'Brien had originally been members of the Los Angeles-based band Red Zone. Red Zone would occasionally play at the popular music venue Madame Wong's. As Red Zone was soon to be breaking up, the manager had the idea to pair frontwoman Plane with Bill Wadhams, who also performed at the venue as a part of the Billy Bond Band. Interested, the four aforementioned members set about creating a new group with lead singer/guitarist Wadhams, deciding to have him co-front a new band with Plane.