In 1988, just prior to Poco's Legacy reunion album, Rusty Young was playing steel guitar for country star Vince Gill when he met up with Bill Lloyd (who had been in the successful duo Foster & Lloyd). He and Young wrote the song "Rough Edges" which later appeared on the Legacy album. Lloyd had penned songs for many country artists (Tanya Tucker, Martina McBride, Suzy Bogguss) as well as being a top session guitarist for Steve Earle and Buck Owens before joining Young in his new project.
Lloyd and Young took a suggestion from producer/guitarist Josh Leo (Timothy B. Schmit, Restless Heart, Alabama) to recruit a friend or two to make an album. The search ended with Lloyd's friend John Cowan. Cowan played in the band New Grass Revival which had just split up, so Josh got them together to record a couple of demo's. This eventually led to Jim Ed Norman at Warner Bros. signing them up in 1994.
The first track on the album 'Picture perfect' Featured John on lead vocals with Rusty and Bill's soloing interplay fleshing out the sound. The track was released as a single and the video appeared on the country music channel. Two other singles released from the album were "Fooled Around and Fell in Love" and "That Just About Says It All" which seemed to pave the way for the release of the album. By 1999, the album was yet to receive an official release date.