Post-grunge quartet Hoobastank formed in the Los Angeles suburb of Agoura Hills in early 1994, after vocalist Doug Robb met guitarist Dan Estrin at a high-school battle of the bands competition. The two chose to join forces, and after adding bassist Markku Lappalainen and drummer Chris Hesse, Hoobastank were born. While the heavy alternative sounds of acts like Tool and Alice in Chains were primary influences, Hoobastank tempered the gloomier elements of that music with a suburban California groove and an eye for accessibility. The self-released, clumsily titled They Sure Don't Make Basketball Shorts Like They Used To generated strong local buzz upon its 1998 release, and soon the band had moved from backyard gigs to shows up and down the Cali coast.

Island took notice and put Hoobastank on the payroll in August 2000, and tours with the likeminded Incubus and flavor-of-the-moment Alien Ant Farm followed. Hoobastank's eponymous debut dropped in November 2001, and the singles "Crawling in the Dark" and "Running Away" were hits at radio and MTV. The LP went gold, and the quartet supported it with a jaunt through Asia and Europe that summer. By early 2003, the band was back in the studio, laying down tracks for its sophomore effort. They then played a few dates in June and July, but were forced to cancel the remainder of the club tour when Estrin was injured in a freak minibike accident. The guitarist was back on his feet by October, and Hoobastank headed out with the All-American Rejects and Ozomatli for the Nokia Unwired tour.