Chicago harmony-pop combo Tallulah was formed by singer/guitarist Amy Warren and bassist/singer Troy Morris, who first collaborated in 1994 as members of Vulva Club, a project led by local performance artist Jenny Magnus. After Vulva Club dissolved, Warren and Morris reunited in the all-girl pop outfit Sleeveless Lily, which also included percussionist Kim Ambriz and later vibist Carrie Biolo. Singer/guitarist Amalea Tshilds, a former member of Chicago funk band Uptighty, joined Sleeveless Lily in 1995, but when the group's ranks continued to swell to unwieldy proportions, Warren and Morris dissolved the current lineup, forming Tallulah with Tshilds and Biolo while making their bright, sophisticated vocal harmonies their cornerstone of their revised approach. In 1997 Biolo exited and was replaced by multi-instrumentalist Jim Becker, and in the fall of 1999 Tallulah began work on their debut LP, a record that would spend close to four years in germination; Chicago scene veteran Eddie Carlson joined the lineup in the spring of 2000, and when Becker exited in spring 2001 to devote his full energies to Califone, he was replaced by Euphone drummer Ryan Rapsys. Tallulah's long-awaited debut album Step Into the Stars was finally released in the fall of 2003.