Make Believe is an indie rock band, initially formed as a touring version of Joan of Arc. The band was initially composed of eccentric voiced singer Tim Kinsella, guitarist Sam Zurick, bassist Bobby Burg, and drummer/keyboardist Nate Kinsella. After 3 months of touring as Joan Of Arc the quartet returned home and decided to begin writing new songs with a more aggressive approach. Following a self-titled 5 track EP, their first full-length Shock of Being was released on October 4, 2005, followed by Of Course in 2006.

On June 20, 2007, Tim Kinsella announced on the Joan of Arc website that he was no longer a member of Make Believe. He credited his departure to feeling a lessening connection to the "rock band lifestyle", and to a desire for spending more time with his wife. The same announcement stated that Kinsella had "a pile of new songs to pull from for a new Joan of Arc record." This entry implied that the band would continue without Kinsella, but Kinsella has since returned to the band at the outset of their spring 2008 tour.