In 1991, Melvin Baxter, Tevlin Williamson and Marlon Davis were singing as an a cappella trio in clubs around their Rock Hill, SC home. They met Al Boyd and Donnie Mayes the following year and formed N-Phase. After the urban-soul vocal group became local favorites, they made a few demo tapes to shop around. Radio station WPGC in Washington, D.C., began playing "Ooh Yeah!" and, when the resulting hype reached Maverick Records, the label signed N-Phase. With production help from R. Kelly, the group released their debut album in 1994.