In August 2005, singer Maria Brink and guitarist Chris Howorth met through some common friends. After becoming acquainted, and finding that there was much in common between them, they began writing songs together. Soon thereafter they enlisted the help of Los Angeles drummer Jeff Fabb and formed the band Dying Star. Unhappy with where the band was headed, they decided to take on a new musical direction. By mid-2005, the lineup included Brink, Howorth, Fabb, guitarist Blake Bunzel, and bassist Josh Newell. The band recorded demos and posted them on MySpace. During the winter of 2005, Newell departed from the band to focus on his other project, Ketaset, as well as his audio engineering work. Producer Pascual Romero was then the bassist for a time before friend of the band Jesse Landry was eventually tapped to round out the band permanently. Rob "Blasko" Nicholson, the bassist for Ozzy Osbourne became the band's manager after discovering them through MySpace.
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