When The Psychedelic Furs disbanded in 1992, Butler moved to New York. Butler contacted guitarist Richard Fortus, whose band, Pale Divine, had been the opener on the Furs' final US tour. The two began to collaborate on what Butler expected would become his first solo record. The duo enlisted drummer Frank Ferrer to help develop the material. As the songs took shape, however, Butler opted to push the project into a new band.