The Waterloo Beat began to take shape when Charlie Faye told Scott Davis that she had always wanted to be in a band like Rockpile. "I was just having this same conversation with Craig (Bagby)," he told her. Davis and Bagby, who had played together in multiple projects previously (Kelly Wilils, Bruce Robison, Bonnie Whitmore), had discussed starting a power-pop/pub rock band, and the confluence of Faye's desire to do the same thing brought the three of them together. In no time, they recruited Trevor Nealon (Band of Heathens) and Gary Calhoun James (Hello Wheels, Nick Garza's Get Along), who had similar musical sensibilities. "But the really important thing," added Faye, "is that all five of us wanted to do something that was just pure fun. Rock and roll, low-pressure, and fun."