The Halo Benders were a side project for Built to Spill's Doug Martsch and Beat Happening's Calvin Johnson, uniting two of the Northwest's more idiosyncratic indie rockers. The results were appropriately loose and eclectic, with an off-the-cuff charm and a quirky sense of humor that brought them general critical approval. Johnson had spent the past decade-plus as the deep-voiced frontman of indie pop pioneers Beat Happening, in the meantime building his K Records imprint into a successful indie venture. Martsch, meanwhile, had spent several years in Boise, ID's Treepeople, and had ushered in his new project, Built to Spill, with 1993's Ultimate Alternative Wavers. Martsch invited Johnson to contribute vocals to an unwritten future track, and that invitation grew into a full-fledged side project and songwriting collaboration. Bassist Wayne Rhino Flower -- another ex-Treepeople member, also of Violent Green at the time -- and drummer Ralf Youtz, who'd played on the first Built to Spill album, soon took their place as the rhythm section.