Smith had been performing solo following the dissolution of his band The Arrest (for which an Action Set song was later named) and opened for Red Orange Morning several times, leading to the band asking him to do a solo set at their October 2005 show at WXPN's World Cafe in Philadelphia. With no interest in continuing his solo acoustic career, Smith began looking for another band. He eventually enlisted Hipp to come in as a singer/guitarist, and the two were later joined by former Arrest drummer John Paul Player. The group quickly gelled and soon were embarking on a mini-tour of the East Coast that would eventually reach as far north as Boston, playing with Miles From Land at PA's Lounge. While in Boston, the band recorded the "Hide & Seek" EP, produced by Miles From Land guitarist Chris Player. After returning to their home state of New Jersey, Smith and company began preparing for another show at the World Cafe.
Shortly before the March 2006 performance, Player left the band and was temporarily replaced with Red Orange Morning drummer Don Ocava. Once the band made it through the show, Ocava stayed on with the band as their permanent drummer. Shortly after, bassist Travis Doyle joined the band, adding a third singer to the band's sound. In June of 2006, the band began work on their first full length album, If The Opposite Is True, where the band whittled down nearly thirty songs to a sensible and tight ten tracks. The band continues to play the Philadelphia/New York area as they finish their debut album.
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