Ass Ponys formed in late 1988 in Cincinnati OH, comprising Chuck Cleaver and Dan Kleingers of Gomez (US), Randy Cheek of The Libertines (US) and John Erhardt. By 1993, the band had released two albums on the Okra label (Mr. Superlove and Grim) and Dan had left the band, being replaced by Dave Morrison. The band had toured with Pavement in support of Grim, and had also played opening slots for Yo La Tengo and others. While they had planned on releasing their third record themselves as Okra had folded by this point