The Pocaro brothers and David Paich came from musical families. The Pocaro father was a professional drummer/percussionist and David Paich's dad was pianist, composer, arranger, record producer, music director, and conductor. As a musician and arranger he worked with jazz musicians Frank Sinatra, Peggy Lee, Ella Fitzgerald, Stan Kenton, Al Hirt, Art Pepper, Buddy Rich, Ray Charles and Mel Tormé. David grew up in the studio and hung around the Rat Pack. The Pocaros and Paich went to HS together and Jeff and David worked with Steely Dan prior to Scaggs. Columbia gave the musicians a record deal on spec with no name or songs after seeing their work and Paich's writing for Scaggs.