Head of Femur is a Chicago band formed in November 2001 by Nebraska natives Mike Elsener, Ben Armstrong and Matt Focht. The band was initially conceived as a forum for the three to compose pop songs while awaiting the reformation of their previous band, Pablo's Triangle. As the weeks passed the reformation looked unlikely.

With a large catalog of songs already taking shape by early 2002, Head of Femur began to recruit musicians to flesh out the lineup for live performance. The nature of the music demanded more than the traditional rock band instrumentation, so strings, trumpet, and orchestral percussion were added along with drums and bass guitar. Head of Femur played their first show at a small club in Chicago in March 2002. They made plans to record a demo with local producer Jim Bentley and perform at Chicago's Empty Bottle.