Pepper formed in 1996 with singer/guitarist Kaleo Wassman and bassist/singer Bret Bollinger, who had been friends since middle school. The duo was influenced by the Hawaiian artist Three Plus and popular mainland groups like Sublime. The group struggled to find a drummer to be in the band, with Wassman stating ” we were going through drummers like a bottomless pit.” Wassman and Bollinger heard about a drummer named Yesod Williams who had gained success around their small town, and later met Williams at a party. The two convinced Williams to join the band, and with the trio in place, Pepper left Hawaii for San Diego and went on to open shows by Burning Spear, Shaggy, and other major reggae artists. Pepper first entered the studio in 1997 and recorded a seven-song demo.