Guitarists Justin Cox and Glenn Drennen had gone to school together. Glenn had the idea to start a band with his wife Wendy (bassist) and Justin. They were then in need of a singer. Glenn and Wendy went to Glenn's younger brother's graduation and heard Dawn Futch (later Dawn Michele) (lead singer) singing during the graduation service; they asked her to be in the group and she agreed to it. The band was looking for a drummer at this point, and through a mutual friend they met Phee Shorb, who agreed to play drums.