straight faced began as a huntington beach hardcore band named "above all" in 1991.<ref name="https://getsongbpm.com/artist/straight-faced/pmx">straight faced</ref> the founding members were eric glenn stewart (1973–2007), ron moeller, matthew polentz, and samuel marrs. all members were friends who grew up together in huntington beach, california in the late 1980s. stewart set them up in a warehouse in santa ana that his father used to run a construction business out of, and taught the other members how to play. with a handful of originals and cover songs, they played one backyard party. shortly after the addition of kevin grossman as second guitar, above all broke up due to a rift that split the band in two. at the request of ron moeller for his birthday, he and grossman rented a rehearsal studio and recruited their new friend johnny miller to sing. the bass player for that night never showed up so they asked jack c. louis to fill in at the last minute. within a few months, eric stewart joined the newly formed group. one week before their first show they brought marrs in to replace louis on bass.<ref name="https://www.sputnikmusic.com/bands/straight-faced/20946/">straight faced</ref>