Formed in 1998 by singer/guitarist/songwriter Ben Gmetro, guitarist/singer Dave Molnar, and drummer Charlie Druesedow, the Dreadful Yawns' subtle blend of acoustic-based indie pop, space rock, and neo-psychedelic folk went against the grain of the late-'90s post-hardcore Cleveland scene. In 2002, through perseverance and musical integrity, the band began to gain support from the often unforgiving Midwest, and after numerous lineup changes that saw brief stints by various area bass players (they eventually settled on Mike Allan), percussionists, and piano players, the multi-instrumentalists managed to complete Early, their full-length debut for Undertow Music, released in 2003. The Pretend EP came out the following year, and the band moved to Bomp Records soon after it was released. Their self-titled sophomore release hit stores in 2005, and it proved to be their one and only release on Bomp. The Dreadful Yawns moved to Exit Stencil and underwent a near complete changing of the guard before their third album, Rest, came out in 2007. Gmetro's supporting cast of characters at that point in time consisted of Elizabeth Kelly, Chris Russo, Clayton Heuer, and Eric Schulte.