The birth of Elliott was in the fall of 1995 when guitarist Jay Palumbo left the band Empathy, moved to Louisville, KY and joined up with Chris Higdon (vox/guitar) and Jonathan Mobley (bass). Higdon and Mobley had recently ended an accomplished run with the highly acclaimed band Falling Forward and been jamming with one another on an off since childhood. With the intention of sounding unlike a continuation of any of their previous hardcore bands, the threesome began writing and, with the temporary fill in drummer, soon recorded a 7" for Initial Records.

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