While a rotating cast of instrumentalists find loose assembly under the Pinback name, the partnership of Armistead Burwell Smith IV and Rob Crow is at the heart of the some of the most complex, postmodern indie pop happening on the West Coast. In the first few days of 1998, Armistead Burwell Smith IV (of San Diego-based Three Mile Pilot) and Rob Crow (of Thingy and Heavy Vegetable) formed a part-time recording project under the name Pinback. The simple plan grew more involved while Three Mile Pilot took an indefinite hiatus and Crow put a number of his musical projects on hold. Recording on Smith's home computer, the duo enlisted Three Mile Pilot drummer Tom Zinsor, and by the following August, Pinback had finished recording 14 songs of delicate, canonic pop that was tentatively slated for release on San Diego's Vinyl Communications. However, when interest in the band skyrocketed after a Tim/Kerr label showcase at the North by Northwest Music Festival, the record got tied up in a bidding war that caused a slew of contractual problems and held the record in limbo for almost a full year.