The band was formed in November 1982 by Miller with Pip Pyle (drums), Richard Sinclair (bass) and Elton Dean (saxophone), as the Phil Miller Quartet. It was expanded to a quintet and given its definitive name when Peter Lemer (keyboards) joined in early 1983. Miller and Pyle had been working together in National Health and had been in Hatfield and the North with Sinclair before that, while Pyle and Dean were longstanding collaborators too, recently having worked together in the Weightwatchers (with pianist Keith Tippett) and Soft Heap. Early in 1985, Hugh Hopper replaced Sinclair. The band appeared on Miller's first solo album, Cutting Both Ways (released 1987).