Lyricist Mike Athorn had known of songwriter TomDub in high school when they both played in the South High School orchestra. Since then, they have sought their own musical avenues: Mike has released two albums under his rap moniker 'Buddakao' with various local producers while Tom has performed his sample-based compositions for theater, dance and the rock group Just Foes.

After Mike graduated from the University of Minnesota with a degree in Journalism and Tom with a Bachelor of Fine Arts in Printmaking, they reacquainted while working at the Eat Street Social. Mike invited Tom to add live instrumentation for the CD release show of his second solo album, Save a Place for Me. The collaboration was such a success that Tom composed original instrumentals with his co-writer Alex Kim, which eventually lead to their newest release, Hand Over Hand.