In early 1998, the remaining members of the recently departed Las Vegas band, Tomorrow's Gone, decided to get together one last time to record a few "new" songs for a planned TG discography CD on Element Records. Long time TG members Jeff Dean and Shay Mehrdad recruited former TG bassist Mike "Marlboro" Rosati and Ryan Butler (Far From It) for a studio band that eventually put four songs to tape. Shay then sent a rough demo mix of the songs to TG vocalist, Lance Wells, who was living in Redondo Beach, CA at the time.

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