The pair formed during a time of personal turmoil in Ministry, which due to drug abuse and record label disagreements nearly ended the group. Upon an invitation from one Dave Palmer (of the jazz group Earl Harvin Trio), they performed an experimental set at a small rave in Austin, Texas on Halloween, 2001. The recorded set was later released as Halloween Party on Ipecac Recordings in 2003.
Brody has stated that plans for a third album were slightly recorded, though not completed as Barker had moved to Los Angeles in 2004. A finished version of these recordings was self-released by Brody under the title Cubed in 2015.