After indie pop band Kite Flying Society (Best New Artist at the 2006 San Diego Music Awards) split in 2008, guitarist/singer Dustin Illingworth (Gray Ghosts) formed Gray Ghosts, with members of Down With Leo, the Ex-Friends, and the Bloody Hollies.

After Gray Ghosts split in 2010, drummer Brian Dahl joined Little Deadmen and Dustin Illingworth told the Reader that his next next album would be a solo effort, with Kite Flying Society keyboardist Derek Rast (who moved to San Francisco) and bassist Martin (who moved to Shanghai, China) contributing long distance.

“If there is enough interest, I would definitely consider putting together a band to play,” said Illingworth. “As of right now, though, it is a recording project only.” Later in 2010, after his girlfriend Amy Cole accidentally drowned in the bathtub, Illingworth relocated to Orange County, where he ended up splitting his residence with stints in San Diego.

Forming a new band called Tide Pools, their debut full-length Grief is a Wilderness (2013) was inspired by and dedicated to Cole.