Songwriter David John Matthews, working in Charlottesville Virginia as a bartender at Miller's bar in November 1990, made friends with a lawyer named Ross Hoffman. Hoffman convinced Matthews, usually reserved and scared of playing in front of people, to lay down a demo of the few songs he had written. Hoffman hoped Matthews could shop the songs in order to find other musicians to perform on some studio work with him. Hoffman encouraged Matthews to approach Carter Beauford, a local drummer on the Charlottesville music scene. Beauford had been in several bands and was then playing on a jazz show on BET. After hearing the demo, Carter agreed to spend some time playing the drums, both inside and outside the studio. Matthews also approached LeRoi Moore, another local jazz musician who often performed with the John D'earth Quintet to join them. Moore skeptically listened to the demo, but liked what he heard and decided that he too would give the young South African a chance. These three began working on Matthews' songs in 1991. Matthews recollects that, "...the reason I went to Carter was not because I needed a drummer, but because I thought he was the baddest thing I'd ever seen and Leroi, it wasn't because I desperately wanted a saxophone, it was because this guy just blew my mind. At this jazz place I used to bartend at [Miller's], I would just sit back and watch him. I would be serving the musicians fat whiskeys and they'd be getting more and more hosed, but no matter how much, he used to still blow my mind. And it was the sense that everyone played from their heart. And when we got together and they asked, 'What do you want the music to sound like?' I said, 'I know this is a song I wrote and I like what you guys play, so I want you to play the way you react to my song.' There was a lot of breaking of our inhibitions."

Matthews later said in an interview with Michael Krugman, "In a way, initially it was just the three of us and I approached them with this tape and they said 'Sure,' cause they had time on their hands. They were both working on other things, but they had some afternoon time." The beginning stages of this new band was, in the words of Morgan Delancey, "a time of trial and incubation." Beauford would later recall that, "It started out as a three-piece thing with Dave and Leroi...working on some of Dave's songs. He only had four songs at the time..And it didn't work out with the three of us." Matthews said, "The first time we played together...we were awful. Not just kind of bad, I mean heinously bad. We tried a couple of different songs and they were all terrible...Sometimes it amazes me that we ever had a second rehearsal."

take from wikipedia.com