Both songwriters and longtime acquaintances (having both grown up in Wisconsin), Dawn Redmann (vocals) and Brent Wagner (lead guitar, vocals) founded the pop band Paper or Plastic? in Los Angeles in 1995. Redmann has been singing since the days of the grade-school choir and has developed a three-octave range while also honing her instrumental skills, becoming proficient on piano, clarinet, and guitar. She graduated from the Grove School of Music in Van Nuys, CA, where she studied guitar. Wagner also attended Grove School of Music, studying guitar before going on to study classical guitar, trumpet, and piano at Concordia College in Seward, NE, where he received a B.A. in music. After their time at Grove School together, the two followed separate musical courses writing and touring in the Midwest and Los Angeles, before meeting up in Paper or Plastic? Sandi Davidson (bass), Ian Hemmings (drums), and Chris Sobkowich (guitar) filled out the rest of the band. In 1997, the band placed as a semifinalist in the Independent Music World Series hosted by DISCMAKERS in Los Angeles. Paper or Plastic? self-released their first album, Use Your Noodle, in 1998. Their single "I Love You Tonight" was added to the soundtrack of the independent film Perfect Mate alongside Garbage and Goldfinger. Independent record label Aural Adventures signed PORP? to a national distribution deal in 1998.