Guild of Others, begun by Tom Wallace (drums) and Steve Potts (guitar), is a collection of musicians from various bands and backgrounds making progressive metal music. As songs between the two began taking shape, questions of whom else to bring into the fold arose. Considering the style of music the two were creating, the keyboardist most desired was easy. Derek Sherinian (Sons of Apollo, Dream Theater, BCC, etc.) was top of the list. Upon hearing the demos, Derek's response was perfect.
Among the material were two songs Steve and Tom both felt needed fretless bass. For that they reached out to well-known bassist, Tony Franklin (The Firm, Blue Murder, etc.). Steve and Tom were floored by Tony's playing. His style and tone offered everything needed to complete the bottom end. His counter melodies and bass fills were superb. The guys requested he record the six remaining songs and he obliged.