Formed from the ashes of stoner rock icons Kyuss, Queens of the Stone Age reunited the group's singer/guitarist Josh Homme, drummer Alfredo Hernandez, and bassist Nick Oliveri along with new guitarist/keyboardist Dave Catching. The project's origins date back to Homme, who in the wake of Kyuss' 1995 demise relocated to Seattle to tour with the Screaming Trees; he soon began working with a revolving lineup of musicians including the Trees' Van Conner, Soundgarden's Matt Cameron, and Dinosaur Jr.'s Mike Johnson, recording a series of 7"s originally issued under the name Gamma Ray. After rechristening the group Queens of the Stone Age, Homme recruited Hernandez to begin work on their self-titled debut LP, issued in late 1998 on Loosegroove; after the album was completed, Oliveri left the Dwarves to rejoin his former bandmates, with the subsequent addition of Catching rounding out the roster. In addition to extensive touring, Homme put together a series of albums for the indie label Man's Ruin; the various volumes of the Desert Sessions feature Homme's collaborations with a loose-knit, revolving-door lineup of likeminded musicians, some from bands like Soundgarden, Fu Manchu, and Monster Magnet.

In mid-2000, Queens of the Stone Age issued their sophomore album, R (as in the movie rating; some promo copies were distributed with the original title, II), before appearing on that year's Ozzfest tour. By that point, drummer Hernandez had been replaced by a tag-team combo of Gene Troutman and Nicky Lucero. The group built a healthy buzz courtesy of accolades from such renowned publications as Rolling Stone, and due to good old-fashioned touring. 2001 saw the group perform at the massive Rock in Rio festival (after which Oliveri was arrested by the Brazilian police for performing nude) and a spot on the year's Ozzfest. The same year, Homme and Oliveri put together yet another volume of the Desert Sessions series, while QOTSA assembled a third studio album.