Nick Mitchell started STATE4 as a solo project in Socorro, New Mexico in 1997. He released the first EP called Retrospect that year and played a number of shows around the Socorro area. He moved to Madison, Wisconsin in early 1998, where he continued to grow STATE4 by building a base of fans using the site MP3.com. In July of 1999, Nick released the self-titled full length album using his MP3.com stock earnings. The "white album" received numerous favorable reviews, and garnered him a bit of attention in the Madison area.
Shortly after releasing the white album, Nick met Andrew Davies, a fellow electronic musician from Madison. The pair began working on music together, and soon expanded on STATE4 by adding a singer (Erin Joyner) and a drummer (Jerry Nevaiser). This line-up lasted through the beginning of 2001, and after several performances and the recording of the Issues in Monochrome EP, Erin left the band. After searching for several months for a replacement singer, the band decided to add Laura Hillman to the line-up, and soon the band was gigging around Madison and recording their next CD.