Lighthouse was formed in 1968 in Toronto by vocalist/drummer Skip Prokop (formerly of the Paupers) and keyboardist Paul Hoffert. The two met on a flight from New York City to Toronto, and discussed forming a band structured around a rock rhythm section, jazz horn section, and classical string section. Prokop had admired Ralph Cole's playing when they shared the bill at the Grande Ballroom in Detroit, so he invited him to Toronto to be the band's guitarist. Prokop and Hoffert assembled the rest of the group from friends, studio session musicians, and Toronto Symphony Orchestra members, and proceeded to make a demo recording.