The W's formed as a ska band at Oregon State University in Corvallis, Oregon in 1996. The lineup consisted of Andrew Schar (lead vocals, guitar), Valentine Hellman (tenor saxophone, clarine), Todd Gruener (bass guitar), and Zak Shultz (drums). All were attending Oregon State and were residents of Avery Lodge. The band was spearheaded and envisioned by Shultz, but he moved to Seattle to work for Brandon Ebel with Tooth & Nail Records. By September 1997 Shultz had left, and the group was joined by Bret Barker (trumpet), who Schar met through Campus Crusade for Christ, and James Carter (alto saxophone, background vocals). Peter Kelly drummed during middle to the end of 1997, but he broke his arm in a skateboarding accident a few days before recording. Kelly stayed in Philomath, Oregon, got married, and became a youth leader.> The band then recruited Brian Morris to replace Kelly from a local punk band.