After recording a demo with Baloff in the fall of 1988, the band broke up after the departure bassist Mike "Yaz" Jastremski, but reunited some time later, with former Metal Church singer David Wayne replacing Baloff and Manny Bravo replacing Yaz. Wayne's tenure with Heathen lasted for only a few days, and White soon returned to the band. Bravo would also leave the band; he was replaced by Blind Illusion bassist Vern McEllroy. The lineup of White, Altus, Piercy, McEllroy and Minter recorded a demo in March 1989, and entered the studio later that year to begin recording their second album under the name "Fear of the Unknown", which was intended to be released in 1990. However, due to monetary problems, the album's release was delayed. When the album was recorded again, Heathen did not have an official bass player; the bass tracks were handled by Blind Illusion guitarist/frontman Marc Biedermann. The band had many bassists on this tour and album including Randy Laire, formerly of Sacramento California based band Vision.