Formed by vocalist Laura Hillman and producer Nick Mitchell in 2003, Endless Blue rose from the breakup of the Madison / Minneapolis electro-rock band STATE4. Leaving behind the frenetic, guitar-driven sound of their previous band, the duo quickly set off into the realm of dark downtempo. As the sound matured and the songwriting continued, Endless Blue added a second vocalist, jazzy crooner Amanda Oechsle, who appeared only on the band's first album.