When Q and Not U called it quits in 2005 after releasing 3 albums, the band split into 3 different projects: Ris Paul Ric, a folk/funk/electronic solo effort from Chris Richards, regarded as the lead singer and rhythm player of the band; Harris Klahr's President project, a set of remixes from the lead guitarist and synthesist; and finally, Georgie James, featuring drummer Davis.

Having met through mutual friends, Davis and singer/songwriter Burhenn (who had released 4 solo albums on her own Laboratory Records prior to this project) discovered that they had similar tastes in retro pop music from the 1950's to the 1970's. They decided to start working together as a band, Davis writing the guitars and drums, Burhenn on the Rhodes Piano. A few hours later they had written a few songs, and decided this was a worthy project to take aboard.