The brainchild of singer/guitarist Kevin Barnes, euphoric indie popsters Of Montreal were among the second wave of bands to emerge from the sprawling Elephant 6 collective. A native of Athens, GA, Barnes was inspired to form the group in the wake of a broken romance with a woman from Montreal; signing to Bar/None while living in Florida, he subsequently moved to Cleveland and Minneapolis in search of compatible bandmates, finally returning home to collaborate with bassist Bryan Helium (also a member of Athens' Elf Power) and drummer Derek Almstead.
Of Montreal's debut album, Cherry Peel, appeared in mid-1997, followed that autumn by an EP, The Bird Who Continues to Eat the Rabbit's Flower. After Helium left to focus on Elf Power full-time, Almstead assumed bass duties, and keyboardist Dottie Alexander and drummer Jamie Huggins joined the lineup; still, the second Of Montreal full-length, 1998's The Bedside Drama: A Petite Tragedy, was recorded primarily as a Barnes solo project. Multi-instrumentalist A.C. Forrester signed on for 1999's sublime The Gay Parade; the singles retrospective Horse & Elephant Eatery followed in the spring of 2000. The group continued with the release of Coquelicot Asleep in the Poppies: A Variety of Whimsical Verse in April 2001 and Aldhils Arboretum in September of 2002, both for Kindercore. With the folding of Kindercore, the departures of multi-instrumentalist Andy Gonzales and Almstead, and Barnes' marriage, 2003 proved to be an up and down year for the group. Barnes' wife, Nina, joined the band and they signed to Polyvinyl Records, delivering one of their best records, Satanic Panic in the Attic, in early 2004.