Earshot formed in 1999, with singer Wil Martin collaborating with guitarist Scott Kohler, bassist Guy Couturier, and drummer Todd Wyatt in L.A. Bassist Johnny Sprague and guitarist Mike Callahan joined the band shortly after their debut was completed. Singer-songwriter Wil has cited Led Zeppelin, The Beatles, Metallica, Thin Lizzy, U2, and Soundgarden as influences and inspirations.
In 2001, the band signed with Warner Bros. Records. Earshot appeared with Alien Ant Farm, Adema, and Glassjaw during the SnoCore Rock Tour in early 2002.