Orange County, California's Taken formed in mid-1997 between guitarists Chad Tafolla and Dan Baird. The duo wanted to depart from their previous punk efforts, and move towards a heavier sound. As the pair wrote new material, they would slowly fill in the band's personnel gaps. After months of practices and shows, Taken would hit the studio to record a demo, which would be released in late-1998 on Here We Are Records. Despite the fact that the demos sold out quickly, the band was unhappy with their current sound and, therefore, began to write new tracks with a more melodic approach.

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