After several years as the frontman for New Jersey pop-emo outfit Tocar, Jarrett Randazzo broke free of his former act in 2000 to form Copperpot. At the time of their debut, Nothing Lasts Forever, Copperpot was basically still just a one-man show of Randazzo's, who wrote all of the material and played most of the instruments himself. His debt to both modern guitar pop -- from Fountains of Wayne and Foo Fighters to Elliot Smith -- as well as emo -- like Jimmy Eat World -- and Randazzo's ability to write immediately accessible, catchy songs helped grab the attention of much of the pop underground. By May of 2001, Randazzo still had yet to find a backing band, and continued to play solo acoustic shows while auditioning new members. None of them fit until he approached Antonio Valenti (bass, backing vocals) and Scott Ingwersen (drums and percussion), both formerly of Dharma Boys. The sessions took off, and fourth member Michael Reid (lead and rhythm guitar, backing vocals) came into the fold after being introduced by Ingwersen's hairdresser. As their profile increased, Copperpot continued to play shows and record new material (including the early-2002 single "Annie") while moving beyond some of the straightforward power pop on their debut.
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