ON was a solo project of Ken Andrews, which he started after the breakup of his previous band, Failure. The music of ON was not unlike that of Failure, in terms of songwriting, but the overall sound was more based on electronics, with less emphasis on guitars and the typical heavy rock sound.

ON was signed to Epic Records in 1999, and the first single, "Soluble Words", was released late that year. It contains four versions of the song, including a remix by Martin Gore of Depeche Mode, and an exclusive track called "Your Sister Says John" (written by Andrews' friend Jordon Zadorozny of Blinker the Star).