After the 'failure' of another project, The Damning Well, in 2003, Borland began writing a solo record with its members Danny Lohner and Josh Freese, with Josh Eustis and John Bates contributing. This solo record was the beginning of Black Light Burns, and stylistically at the time, it was more of a mellow, relaxing, and esoteric outing. Borland returned to Limp Bizkit once again in late summer of 2004, turning down the spots as touring guitar player in A Perfect Circle and Nine Inch Nails.