Kai Kennedy (lead guitar), Jesse Laz (rhythm guitar), Aaron Collins (bass), and Sam Bair (drummer) left the Midwest and resettled in Brooklyn, where they wasted little time honing a spirited, contemporary interpretation of British Invasion-styled rock. Dubbing themselves Locksley, the musicians began issuing a series of independent albums, beginning with 2004’s Safely from the City. An opening slot on OK Go's national tour helped promote Locksley’s music to a wider audience, and the band received an additional boost in 2006 when their single “Why Not Me” won a polling contest on mtvU.
Hanson on the band’s 2007 tour, Locksley re-released one of their previous albums, Don't Make Me Wait, in 2008. That same year, MTV began using the band's "Why Can't I Be You?" as the theme song for a reality series of the same name. The network also hired Locksley to headline their cross-country “Choose or Lose” tour. Aaron Collins had exited the lineup by this time, with Jordan Laz -- Jesse’s younger brother -- taking over bass duties instead, and the new lineup returned to the studio to record 2010’s Be in Love.