October Fall was a piano-fueled pop punk band from Chicago, Illinois during 2003-2007. They came together in the summer of 2003, with Pat D'Andrea (vocals/guitar) and Clark Harrison (guitar) as the original members. These two originally played together under the name "Silver Lining". Soon after, the rest of the band was added: Nick Coleman (drums), Owen Toomey (piano), and Jack Marin (bass). Nick Coleman was replaced by Nick Scalise (drums), and Jack Marin was replaced by Greg Shanahan (bass).

In 2005, the band opened on a tour with Ashlee Simpson, and later that year, they toured with The Click Five. In the spring of 2006, they toured with Fall Out Boy and The All-American Rejects on the Black Clouds and Underdogs tour.