Pooch originally formed in 1998 when four friends attending Southern Thumb Music in Richmond, VA, realized they all enjoyed the same musical styles and wished to pursue a career as musicians. The band began as a progressive rock conglomeration under the name Mr. Torpedo. The band was prominently featured at the I-Rock Club in Detroit throughout their early career, achieving mild success and a small fan base in the area. Mr. Torpedo disbanded after their vocalist Matt opted for marriage over a full-time musical career. The remaining members, Jeff Sankuer on drums, Dion on guitar, and Herb (a music teacher) on bass, continued on and welcomed J.J. to the fold as their new vocalist. The group dropped the name Mr. Torpedo and began calling themselves Pooch, and focused their sights on the world of alternative rock and electronica. Dion also found himself experimenting with sequencing and programming duties, which further enhanced the band's crossover sound.
Pooch considered themselves to be a band based on friendship above all else, and that belief in themselves and their music propelled the band to become a local favorite in the thriving Detroit music scene. After playing numerous shows in and about the Michigan area, Pooch won a local Battle of the Bands in 1999 and used the award money to finance a four-song demo with early versions of the tracks "Change It Up," "Plastik," and "Leave." Unbeknownst to them, their demo landed in the hands of a Detroit independent label by the name of Medea Records, who went on to sign the group in 2001. After earning endorsements from Dirtbag Clothing and Ken Smith Strings, Pooch entered the studio and recorded their Medea Records debut, Individual, which was released in February of 2002. In the Summer of 2002, Pooch parted ways amicably with frontman J.J. and, after several auditions, welcomed band friend Vinnie Strockis to the group. Strockis, who also grew up at Southern Thumb Music in Richmond, attended Berkeley School of Music and brought a new range of dynamics to the band.