In 2001, Tommy Rogers, Paul Waggoner, Nick Fletcher, Jason King, and Will Goodyear came together to form Between the Buried and Me. Despite taking their name from a Counting Crows song they were a heavy metal band featuring Rogers deep demonic chanting rather than the melodic plea of Adam Duritz. By 2002 the group had recorded a self-titled full length debut album through Lifeforce Records. Though the album did not experience any meteoric rise in the charts and have significant record sales, the mixture of multiple heavy metal styles impressed a representative at Victory Records.

Victory records signed Between the Buried and Me and with a year the group released their second album, The Silent Circus. The second album did not do much better than the first, but the group stilled toured to play before its niche audience, prompting Victory Records to stick with the band.

After the record company reissued the group's debut album in 2004 not much improved. The pressures within Between the Buried and Me led to a lineup change. The band remained close to its origins, remaining a heavy metal band. Tours with the likes of Ozzy Osbourne, Black Label Society, and Dragon Force helped endear the group to more and more fans.