The 88 are a pop band from southern California that blends British Invasion melodies with a subtle but potent instrumental approach that recalls David Bowie and other '70s rock icons. Pianist Adam Merrin and guitarist Keith Slettedahl first met when they were both high-school students in Calabasas, CA; sharing similar musical tastes, the two started recording tunes together during their senior year, and after graduating they formed a band called the Freeloaders. With the arrival of guitarist Brandon Jay, the group changed its name to the 88 (taking the new moniker from a song by the French Kicks and the fact a piano has 88 keys), and with Carlos Torres on bass and Mark Vasapolli on drums, the band was soon playing extensively around California. In 2003, the group released its debut album, Kind of Light, for the independent EMK/Mootron label. The album earned enthusiastic reviews, and the 88 supported it with extensive touring, frequently playing up and down the West Coast and venturing out on occasional tours of the rest of America and Canada. By the time the 88 went into the studio to record their second album, Mark Vasapolli had left the group and Anthony Zimmitti had taken over behind the drums. Over and Over was released in the fall of 2005, and the 88's growing popularity was reinforced by television appearances on Jimmy Kimmel Live, The Late Late Show with Craig Ferguson, Last Call with Carson Daly, and How I Met Your Mother. The group's music was also heard in the films You, Me and Dupree, Failure to Launch, and Surviving Christmas, as well the TV shows The O.C., One Tree Hill, and Grey's Anatomy and commercials for Sears, Target, and Microsoft. By 2007, the 88 has become a four-piece with the departure of Brandon Jay, and Todd O'Keefe joined the band as Carlos Torres left to spend more time with his growing family. However, the new edition of the band remained as popular as ever, and in the spring of that year the group signed a recording contract with Island Records.