Lear had already been invited to join REO in September 1988 as Gratzer's successor and Joseph was brought in as a temporary stand-in for Richrath. Cronin had been playing in The Strolling Dudes, a jazz ensemble that included jazz trumpet player (who had co-written the abovementioned 'Here With Me' with Cronin), Miles Joseph on lead guitar and on drums. In early 1989, Gary Richrath quit after tensions between he and Kevin Cronin boiled over.

Original drummer Alan Gratzer left in September 1988 after he decided to retire from music to open a restaurant.