With ultra-slick vocal harmonies set to hook-laden pop/rock melodies, Darby Jones seemed to be on the threshold of major success in the late '90s. Initially known as the Good Sam Club, the band adopted the moniker of a 1970s underground porn star, Darby Jones, shortly before releasing their debut album, Racket on the Seventh Floor, in early 1999. After building their reputation with exciting New York club gigs, the group toured the East Coast in 2000. Just as it looked as though their hard work was going to pay off, Darby Jones experienced an intense period of personnel changes. Drummer/vocalist Mike Fumento was replaced by Seth Masarsky, who had previously played with Melissa Ferrick and New Jersey cover band Soul Mission. Following the departure of founding guitarist/vocalist Frank Stabile, the group continued to perform as a trio. The origins of Darby Jones trace back to the early '90s, when Stabile and guitarist/vocalist Nick Cavagnaro began playing together. Forming a cover band, Scrambled Porno, in 1993, the two musicians continued to solidify their working relationship. By the time that the group disbanded in 1994, Stabile and Cavagnaro had begun collaborating on original tunes. Devoting a year and a half to songwriting and developing their vocal harmonies, they performed their first gigs as Good Sam Club in 1996.
Recording a three-song demo at Water Studios in Hoboken, NJ, Good Sam Club continued to evolve. Fumento joined shortly after the recording sessions, while bassist Rob Chojnacki was recruited in June 1997. Planning to record a six-song demo, in January 1998 Good Sam Club reentered the studio with producer/engineer John Seymour, whose resumé included overseeing albums by the Dave Matthews Band, Weezer, and Santana. Inspired by the recording sessions, the group decided to expand the demo into their first full-length album. The album, credited to Darby Jones, was released in early 1999.