Shortly after the New Jersey ska punk group Face First disbanded in 2002, singer/guitarist Tom "Chitty" Keiger, bassist Jarrett Selzer, trumpet "Okie" Okamoto and drummer Tommie Clayton decided to reunite to play a poppier, more synthesized form of modern punk rock. Therefore, Okamoto switched from trumpet to keyboard, and Kenny Ryan, formerly of Hidden in Plain View, joined as a second guitarist.

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