Forming in 1999 in Amityville, NY, Taking Back Sunday modeled their interpretation of melodic hardcore after bands like Lifetime, Endpoint, and Sunny Day Real Estate, as well as guitarist Ed Reyes' emo band the Movielife. After the release of a five-song demo and a year's worth of touring (including shows with At the Drive-In and Alkaline Trio), Taking Back Sunday signed to Victory Records and entered New Jersey's Big Blue Meanie Recording Studios alongside producer Sal Villanueva and engineer Tim Gilles to record a full-length debut. The result, Tell All Your Friends, layered Adam Lazzara's emotional vocals and the dual-guitar assault of Reyes and John Nolan, fashioning a classic hardcore sound with pop songwriting components. The album was released on Victory in March 2002 and is the only official album to display that lineup.
The group spent the rest of that year and much of 2003 touring, but when Nolan and bassist Shaun Cooper left the band (which was rounded out by drummer Mark O'Connell), Taking Back Sunday's future was left in doubt. However, guitarist/vocalist Fred Mascherino (ex-Breaking Pangea) and bassist Matt Rubano (ex-Schleigho) filled out the lineup in time for the band's fall 2003 tour and recording sessions for Tell All Your Friends' follow-up. The sophomore effort Where You Want to Be arrived in summer 2004 and debuted at number three on Billboard's Top 200. TBS toured steadily behind the album, headlining a sold-out North American tour and hitting the usual Warped Tour stops. Signing with Warner Bros. in June 2005, the band also co-headlined some dates with Jimmy Eat World during the year. Ever the hard workers, they were back in the studio by August; the result was their third full-length, Louder Now, a number two hit on the Top 200 that was issued in April 2006. Produced by Eric Valentine (Third Eye Blind, Queens of the Stone Age), the album was a darker, more aggressive effort that tapped into the band's live energy (which was further displayed on 2007's live CD/DVD package, Louder Now: Part Two).