In the early '90s, Chicago musicians Matt Walker and Jim Dinou began collaborating in their spare time. In 1995, Walker joined the touring lineup of Filter, then moved on to fill the drum throne for the Smashing Pumpkins after Jimmy Chamberlin's near drug overdose and dismissal. Walker also made several guest appearances during this time, lending drum work to albums by James Iha, Dennis DeYoung, and Marianne Faithfull. After his stint with the Pumpkins, he joined the Cupcakes, but returned to Chicago a short time later when Dreamworks dropped the act after their debut album went largely unnoticed. Meanwhile, Dinou had joined BombPop and was enjoying some underground success in Chicago. Later reincarnating Exo due to copyright troubles surrounding the BombPop name, the quartet continued to tour and work on a debut EP. With Walker back in Chicago and Dinou deciding to divide his time between bands, the two began writing and recording new material. They eventually released the aggressive Batterie under the Retina moniker, but soon became infatuated with more experimental sounds and looser song structures. As a result, the duo changed its name to Impossible Recording Machine and released Axioms in September 2001. A year later, they struck a licensing deal with MTV, which regularly played selections from Axioms on the Chicago edition of its The Real World television series.