Rogue Wave formed in 2002 when a newly unemployed Zach Rogue left his San Francisco home, visited friends in New York City, and returned to California with nearly a full album's worth of textured, cerebral indie pop. Rogue then quit his post in his previous group, the Desoto Reds, and finished the album, which was released on Rogue's own Responsive label under the title Out of the Shadow. As he was completing the record, Rogue decided to form a band in order to perform the material live, and he soon hooked up with drummer/keyboardist Pat Spurgeon, bassist Sonya Westcott, and guitarist Gram LeBron. This outfit played shows in 2003 with the likes of Spoon, Mates of State, and other indie rock big shots. Impressed with their growing buzz, Sub Pop signed Rogue Wave and reissued Out of the Shadow in 2004.