Memphis' Lost Sounds began in March 1999 made up of Rich Crook (Lover!, Knaughty Knights, The American Death Ray, Reatards) on drums, Jay Reatard (Reatards, Terror Visions, Nervous Patterns, Final Solutions, Destruction Unit) on synth, guitar and vocals, and Alicja Trout (Black Sunday, River City Tanlines, Nervous Patterns, Destruction Unit) also on synth, guitar and vocals. The band, originally working within the garage rock genre, had a collection of analog keyboards Trout had used in her previous band The Clears.