After departing from Tool in late 1995, bassist Paul D'Amour joined forces with Replicants keyboardist Chris Pitman to form the neo-alt psychedelic project, Lusk. Accompanied by Failure's Greg Edwards and Medicine's Brad Laner, the collaborators soon journeyed into a Los Angeles rehearsal studio to write and record their 1997 debut album, Free Mars. While not a huge hit, the album managed to attract enough attention to garner a 1998 Grammy nomination for Best Recording Package. Around this same time, Lusk became entangled in legal red tape with their label, prompting the various members to pursue their interests with other projects. Notably, Chris Pitman began a lengthy involvement with Guns N' Roses, and by the turn of the millennium, Lusk's future was beginning to look increasingly uncertain.

Free Mars is the first and only album from the heavily experimental psychedelic pop band Lusk, released in 1997 in a Digipak-style case. The case and booklet list "The Hotel Family Affair" and "Black Sea Me" together as one track, but they are separate tracks on the disc itself. Despite this minor error, the album was nominated for a Grammy award for Best Recording Package. The album features an appearance by Tool drummer Danny Carey, as well as an assortment of artists and musicians from the Los Angeles scene. Lusk included Paul D'Amour (formerly of Tool), Brad Laner (Medicine), Chris Pitman (now in Guns N' Roses), and ex-Failure member Greg Edwards (now in Autolux).

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