Originally treated as an in-studio side project for Her Number Thirteen drummer Cord Amato (guitar/programming/vocals), Wow & Flutter didn't take themselves that seriously until Amplified Recordings released what would become their first release, Guilty Pleasures, in 1998. Additionally inspired by the breakup of Her Number Thirteen, former guitarist Weigh Brown joined Wow & Flutter along with Jack Houston (bass/guitar) and Michael Nelson (drums), completing the lineup. Eventually playing throughout their Northwest native of Portland, OR, the band would receive a number of comparisons to the likes of Sonic Youth and the Sea and Cake before releasing their second album, Pounding the Pavement, through Jealous Butcher Records in 2000. With another lineup change that would see the departure of Brown and Nelson that same year, Donny Mishado (guitar/drums), Chris (guitar/farfisa) and Amy Turner (cello) completed the lineup along with projectionist Joey Santana, who accompanied Wow and Flutter's live shows. By 2001, Jealous Butcher followed with the band's third full-length, entitled Better Today Then.