 Dittrich met vocalist Ron Hemby, formerly of The Imperials, in the mid-1990s after suggesting that he write songs for Restless Heart.After Restless Heart disbanded, Dittrich then suggested that they form a new group, and recruited Charlie Kelley, who had previously been a backing musician for Doug Stone.Working with Dan Goodman as their manager, the three musicians recorded a demo, which was sent to Ken Levitan, the president of Rising Tide Records.