After a debut 7," "It's Tomorrow," on the tiny indie Sympathy for the Record Industry in 1991, Overwhelming Colorfast signed with Relativity Records and released 1992's self-titled debut, produced by the hot record maker of the moment, Butch Vig (Nirvana, Sonic Youth, etc.). After 1993's placeholder EP Bender, Reed hooked up with kindred spirit Kurt Bloch of the Fastbacks and the Young Fresh Fellows and recorded 1994's excellent Two Words, an album that mixes pop, punk, and '70s hard rock influences in a manner similar to Redd Kross' Neurotica.

Bassist Bean and guitarist Torg Hallin split after that release, replaced by Matt Harris and Mike Drake, respectively. After the release of the Sourdough EP in 1995 (which featured a surprising cover of the Rolling Stones' "Sway"), drummer Dan Reed -- Bob's brother, not the guy who led the '80s band the Dan Reed Network -- left the group. With a temporary replacement drummer, the group recorded a full album with Bloch, but scrapped the project after Reed decided the songs and performances weren't up to snuff. After finding new drummer Alex Laipeneiks, the group recorded the far superior Moonlight and Castanets. Unfortunately, after the release of that album, Harris and Drake left the band. Rather than replace his guitarist and bassist yet again, Reed elected to simply break up the band.