in the fall of 2010 bassist kyle fasel "wasn't happy" with the music he was working on and wished to start over. fasel called guitarist dave knox and the pair soon started talking about the goals they wished to achieve. fasel didn't expect it to lead anywhere. vocalist dan lambton, who was friends with knox, received a call from fasel, asking if he would like to join him and knox. they were soon joined by drummer aaron schuck. the group soon realized that it "didn't feel right [playing the songs they currently had]. [...] almost forc[ing] ourselves into [a] sound." they had a meeting and came to the conclusion to start over. during this period of change, fasel and knox were playing in the fastest kid alive. shortly afterwards, schuck was replaced by brian blake. blake had emailed the band after he found out they needed a drummer.