Five.Bolt.Main came together after Flaw was dropped from Universal Records in 2004. Chris Volz met with now ex-Five.Bolt.Main members Ivan Arnold and Ben Patrick – whom both were part of Flaw prior to their breakthrough album Through the Eyes (2001). At the time, both Ivan and Ben were in a project called "Silent Q", which by the time Flaw disbanded, had enough material written to put an album together. Silent Q included guitarists Aaron Welenken and Jason Chandler.