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A Change of Pace initially came together around high-school buddies Torry Jasper (vocals/guitar) and Jonathan Kelly (drums), who were both itching to graduate so they could get out of their sleepy hometown of Peoria, AZ. Bonding over a shared love of pop-punk, the guys would see the lineup shift around them early on as they perfected their explosive, pop-edged alternative rock. They self-released their first EP in 2003, Change Is the Only Constant, and toured with Senses Fail before being accidentally discovered by their future manager through their Purevolume webpage. A deal with Immortal quickly followed and A Change of Pace's debut full-length, An Offer You Can't Refuse, appeared in March 2005. By now, Jasper and Kelly were joined by Johnny Abdullah (bass/vocals) and Adam Rodgers (guitar). Summer 2006 saw the addition of guitarist Dan Parker (formerly of Peoria's Don't Let Go) to the lineup, and Jasper consequently focused on vocals. The band toured briefly leading up to the August 2006 release of Prepare the Masses, including a handful of Warped Tour dates.