3rd Storee formed in 1997 in South-Central Los Angeles, California and had four members: Kevontay, D'Smoove, Jay-R, and Lil Man (now known as K. Young). The group sought to succeed groups like New Edition and The Jackson Five, and were given that chance when they were signed to Edmonds Entertainment by Tracey Edmonds. While on this label, the men of 3rd Storee toured with N'Sync and Britney Spears. In 1999, they released their self-titled debut album which had five tracks produced by Babyface.