Although the work of ew traditionalist singer/songwriter Kelly Willis earned widespread critical acclaim, she found little in the way of comparable commercial success; her sound, a smart hybrid of country and ock, simply assimilated both musical styles too well to gain acceptance in either camp. Born in Oklahoma and raised in the Washington, D.C., area, she began performing in her boyfriend (and future husband) Mas Palermo's band at the age of 16. Her powerhouse vocals were so popular with club audiences that soon the group was renamed Kelly & the Fireballs in her honor. After Willis graduated high school, the band moved to Austin, TX, only to break up six months later.

As a result, Willis began learning to play guitar while drummer Palermo honed his songwriting chops. The duo started a new band, Radio Ranch, with guitarist David Murray, steel player Michael Hardwick, and bassist Michael Foreman. One of Radio Ranch's performances so impressed singer Nanci Griffith that she began lobbying her label, MCA, to sign to group, leading to Willis' 1990 debut, Well-Travelled Love. In an attempt to capitalize on Willis' stunning looks, she was marketed as a girl-next-door type, and despite the presence of the full band, only her name appeared on the album jacket. Despite the glowing reviews, the LP fared poorly; and so, for her 1991 sophomore effort, Bang Bang, she was depicted as a coquettish pinup. Again, however, the good publicity the record received did not translate to radio airplay, let alone chart sales.