Hanging Hills started as a solo project of G.W. Dyson's. The more he envisioned a larger sound, the more he added members. First, Mike Arcata Joined him on drums, and they began playing together with an acoustic feel. In the summer of 2011, Max Robinson joined them on bass, and the guitars went electric. Jim Shannon was added in the fall of 2011 on lead guitar to help round out the sound as a whole.