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Vocalist and flutist Artemis Robison got her start performing on her own and as a member of Desolation Angels (not to be confused with the British heavy metal band of the same name) in the Bay Area sometime in the mid-'90s. One of the founding members of the San Francisco-based music collective and record company RTFM, Robison started collaborating with fellow RTFMer David Earle in 1998 in an effort to find a vehicle for the songs she had been working on. The result was a blend of trip-hop and ambient pop accented by Robison's soothing alto vocals, a sound that would eventually have the band compared to performers like Björk, Sarah McLachlan, and Everything But the Girl.
Performing under the name Artemis, Robison, and Earle were joined by fellow Bay Area musician Keith Crusher on the group's first album, Undone, which was released in 2001. Daniel Berkman and Rena Jones joined Artemis around this time, and the group spent the next couple years playing shows in the Bay Area. In 2003 Robison spent two months in northern Scotland in order to rest up and work on new material. Returning to San Francisco refreshed and ready to work on her new songs, Robison started recording Artemis' first full-length, Gravity, in 2004. The album was released on RTFM in 2005, and the group went on its first U.K. tour that same year.