In the early 2000s, emo rock outfit Taking Back Sunday was steadily gaining popularity among a new generation of punk rock fans, due in part to the dynamic songwriting and vocal team of Adam Lazzara and John Nolan. However, as their powerful debut, Tell All Your Friends, kept gaining momentum, restlessness among bandmembers grew as well, leading to the eventual departure of guitarist/vocalist Nolan and bassist Shaun Cooper. Regrouping together under the name Straylight Run, the two completed the band by recruiting Nolan's younger sister Michelle (vocals/keyboards) and ex-Breaking Pangea drummer Will Noon. Forming in May 2003, Straylight Run turned its back on the aggressive attack of Taking Back Sunday -- whose formula many young bands were in turn adopting and expanding upon -- and opted for a more indie rock approach with pensive, dreamy, and often piano-driven tunes. The group soon recorded several demo tracks that they released for free download on their website. The accessibility of the songs, coupled with the past reputation of its chief songwriter, began an early and quickly growing buzz around the band.
Straylight Run signed to Victory in April 2004, releasing their self-titled debut six months later; the album contained new songs along with re-recordings of their online demos. Months of touring followed with various bands including Hot Rod Circuit, Say Anything, Northstar, Rooney, and Minus the Bear, while their first single, "Existentialism on Prom Night," gradually worked its way into minor rotation on alternative rock radio, MTV2, and Fuse. Straylight Run next combined their acoustic stirrings with more socially aware lyrics on October 2005's Prepare to Be Wrong EP; in addition to songs addressing the war in Iraq, the release also included a particularly revealing song ("A Slow Descent") about the Taking Back Sunday separation. The band continued touring, hopping on the road with Simple Plan before joining Motion City Soundtrack in spring 2006 as part of MTVu's Campus Invasion tour. Straylight Run announced their signing to Universal Republic in early 2007; their sophomore full-length, The Needles the Space, followed that June.