U.K. neo-prog supergroup Frost* was formed in 2004 by producer/songwriter/keyboardist Jem Godfrey, better known as the man behind numerous U.K. pop hits including Atomic Kitten's 2001 number one smash "Whole Again." Tiring of the pop world, Godfrey chose to return to his first love, prog rock, which he had grown up with and played in his first band, Freefall. Working for six months alone in his studio, he crafted the basis of an album, then approached guitarist John Mitchell of the band Kino to ask if he would play on it.