While growing up in Minneapolis, Minnesota, Blake Erdahl (bass), Mike Kelly (vocals/ guitar) and Brian Lynch (drums) spent their time idolizing the likes of Dick Dale and The Beatles before forming Jupiter Jones. On top of their additional influence of The Romantics, The Replacements and the Jayhawks, the trio would eventually sign to Atomic K Records in 1998. Their first full-length Shifter was eventually released the following year.