Behind the Wagon was formed in late 2006 by the Memphis,Tennessee born vocalist and guitarist Johnny Wagon, drummer Mike Roberts, lead guitarist Billy McCowen, and bassist Freddy “Alibi” Wilson. Freddy left the band shortly after and was quickly replaced by fellow Memphis,Tennessee native William Fears. After months of beer infused practicing and live shows, the four piece band headed into Capricorn Studios in downtown San Diego to record their debut album.