The Mayfield Four was formed in the middle of 1996 in Spokane, Washington, by four childhood friends who shared a love for music and performing. They were Myles Kennedy (lead vocals, lead guitar), Craig Johnson (rhythm guitar) (both formerly of Citizen Swing), Marty Meisner (bass guitar), and Zia Uddin (drums). During the Fall of 1996, the band recorded a demo titled Thirty Two Point Five Hours which quickly caught the attention of numerous music-industry professionals, and a bidding war ensued amongst several prominent record companies, yielding an offer from Epic Records.

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