Attending the University of Pennsylvania, guitarist Craig Anderton found time to play in an outfit called The Flowers of Evil. Keyboardist Michael Kac started out as a folkie playing Philadelphia coffee houses, before hooking up with Cat's Cradle. Drummer J. Kevin Lally and singer/bassist Randy Monaco cut their professional teeth in the New York City based The Novae Police. The four came together through Philadelphia promoter Larry Schriver, who was looking for a group to serve as the house band for Manny Rubin's Philadelphia-based The Trauma Club.

With help from Rubin, the quartet started touring through the Northeast, eventually catching the attention of the MGM affiliated Poppy Records. Signed to the label, the band's cleverly-titled "The Mandrake Memorial" debut teamed them with producers Anthony Bongiovi and Tony Camillo.

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