Guitarists Seana Carmody and Damon Tutunjian met each other in Spring 1990 through a mutual friend named Rusty Nails, a punk fanzine publisher who wanted to start a Go-Go's. cover band. Formed in Cambridge, Massachusetts, Tutunjian, Carmody, Nails, and drummer Jason Fitzpatrick learned two songs before abandoning their original objective in favor of writing originals. Under the name Raspberry Bang, the group released one song on a 7-inch record compilation to benefit animal rights.

In November 1990, Tutunjian's high school friend Andy Bernick was enlisted to play bass and MIT student Ben Drucker was recruited on drums. The band began writing and recording songs characterized by shifting tempos, loud vibrato guitars played through numerous effects pedals, Tutunjian and Carmody's melodic vocal interplay, and occasional bursts of screaming and other noise. They completed their first 4-track demo in December 1990 and played their first show on January 25, 1991. Because of the band's practice of alternate guitar tunings, Bernick took to playing tapes or static from an old AM radio to fill time while Carmody and Tutunjian adjusted their guitars.