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Black metal warriors With Passion were formed in Sacramento, CA, in mid-2002 by vocalist Samuel McLeod, guitarists Shaun Gier and Jeff Morgan, bassist Michael Nordeen, and percussionist Jacob Peete. All five members were veterans of the northern California metal scene, and after a few months they released a demo, The First Battalion: Battle Ensues. By the end of the year, Morgan resigned from the band and Andrew Burt became With Passion's new guitarist; the group also added a sixth member, keyboardist Brandon Guadagnolo. In the fall of 2004, With Passion released a six-song EP, In the Midst of Bloodied Soil, through the independent Reflections of Ruins Records. The seminal extreme metal label Earache Records was impressed enough with the EP to sign With Passion to a record deal, and reissued In the Midst of Bloodied Soil with two bonus tracks in the spring of 2005. With Passion toured extensively in support of the record, but the roadwork took a serious toll on the group and the lineup splintered, with everyone quitting except for Gier and Nordeen.
As it happened, Gier was playing in another band, Conducting from the Grave, as a side project, and when that band broke up, Gier and Nordeen assembled a new version of With Passion from their former members, with Gier taking over as lead vocalist, Jeff Morgan returning as guitarist, John Abernathy joining Morgan on guitar, Greg Donnelly on drums, and Nordeen continuing as bassist. Without a keyboard player, With Passion's music focused less on melodic elements and Morgan and Abernathy's precise guitar lines gave the band a more technical sound. In early 2006, With Passion hit the road for another American tour, though another lineup change was waiting when they returned home, as Gier left the group and Fidel Campos signed on to replace him. With the new singer in place, With Passion entered the studio to record their first full-length album, What We See When We Shut Our Eyes, which was released by Earache in early 2007.