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As bandmembers for rock artist V.A.S.T. (a pseudonym for musician Jon Crosby), Australian Justin Stewart Cotta and American Steve Clark were playing large clubs and traveling in a million-dollar tour bus when they decided to leave it behind. They spent three and a half years as full-time members of V.A.S.T.'s band — playing on records, playing live shows — but were unable to contribute creatively and be credited. "It was cool but that's exactly why we left. When you're a supposed hired guy, they don't ask you anything. They just pay you and you just play. But in V.A.S.T., I was being treated like a member when they needed me to be treated like a member. I helped write and I helped do all the interviews, I helped get him up in the morning to make sure he would do phoners (interviews). But I wouldn't be compensated as a real bandmember and I don't mean financially. No creative (credits), no respect," Clark said in an interview with All Music Guide.
Frustrated, they left V.A.S.T. (which stands for Visual Audio Sensory Theatre) after an April 2, 2001, gig in Philadelphia. Cotta and Clark flew to Los Angeles and, to round out the band, Cotta recruited fellow Australians Leighton "Lats" Kearns (bassist) and Space (guitars). They started rehearsing together on April 3, 2001. Clark said he knew early on that Cotta had the innate ability to be a frontman. "If you ever saw V.A.S.T. play, that was Justin on guitar. He kind of stole the show. With his charisma and his whole trip, I thought, 'This guy's gotta be a frontman.'" They gigged around Los Angeles and allegedly signed a deal with Columbia after members of Memento got into a fight with a heckler at the club Dragonfly on-stage.
Memento recorded its debut, the appropriately titled Beginnings, with producer Toby Wright (Alice in Chains, Korn) and mixer Brendan O'Brien (Pearl Jam, Red Hot Chili Peppers, Stone Temple Pilots). Wright brought in Grammy- and Academy Award-winning composer/arranger David Campbell, the father of quirky singer Beck. His string arrangements wrap around the blistering crunch of guitars and heavy bass. In summer 2003, Memento was added to the Ozzfest bill — the make-it-or-break-it rite of passage for a massive amount of rock bands ranging from Disturbed and Slipknot to Crazy Town.