Having met and become friends in the mid-seventies' midwest prog-grunge band, Legacy, Larry McCullough and Al Thompson reunited in the 90's to resurrect the band's music, and to write and record more songs along those same lines. As the writing progressed, they decided it would be a challenge to also write some "commercial" songs to see if they couldn't be sold. What emerged from those writing sessions was certainly more mainstream than previous projects, but tended to have somewhat dark and introspective lyrics, neither of which makes for an upbeat "pop" song.
At this point, it was decided to record and release a CD consisting of these songs, separate from the Legacy project. To complete the band, they brought in another former Legacy compatriot, Kevin Kouts, to fulfill the percussion duties, as well as former Happy The Man frontman Cliff Fortney for vocals and flutes.
What resulted was an eclectic mix of pop, prog, grunge, and midwestern rock.