After Montclair-based Adam Schlesinger and Sellersville-based Chris Collingwood first met as freshmen at Williams College (where Adam joined Williams's premiere a cappella group, the Octet), they played music in various bands and eventually went their separate ways, with Collingwood forming the Mercy Buckets in Boston and Schlesinger forming Ivy in New York City. In the mid-1990s, they came together to form Fountains of Wayne, named after a lawn ornament store in Wayne, New Jersey that closed in 2009. At first Collingwood hated the name but eventually warmed to it. Previous band names included Woolly Mammoth, Are You My Mother? and Three Men Who When Standing Side by Side Have a Wingspan of Over Twelve Feet. The band cut a demo and signed with Atlantic Records, then recruited guitarist Jody Porter and still-active Posies drummer Brian Young after recording their debut album. Young got in touch with a friend who worked at Fountains of Wayne's label to see if there were any job openings, and when he auditioned for the band, they asked him to play the beat of "Swingtown" by Steve Miller Band.