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Duraluxe was formed when former Hoi Polloi member Troy Daugherty joined forces in 1997 with Chris Colbert, a Los Angeles native who had experience working as an engineer and producer. The two men began co-writing with the aid of a digital recorder and a drum machine that was more than three decades old. Daugherty and Colbert soon put together a recording studio, Dolorosa, and they recorded several tapes by 1998. They added more songs to their initial sessions recorded in Nashville, and headed north to Chicago. There they worked with Keith Cleversley, who had worked on albums by Mercury Rev, the Flaming Lips, and Spiritualized. The result was the album Dolorosa, which was released by Meddle Records in 1999. In addition to leaving the Windy City with a new album, they also brought Mark Emge, a drummer, back to Nashville with them. The singles "Lowly Creatures" and "Queen of Centerville" performed well on college radio stations, and after their early success, they relocated to Georgia. Once they were settled in the city of Athens, bandmembers decided to expand Duraluxe with the addition of keyboard player and backup singer Megan Morrison. At Colbert's urging, the band relocated to California, where Duraluxe and the Lassie Foundation split a CD, I Deal Sioux and the Ale of Saturn. Grand Theft Autumn Records put out the 12-track, full-length release in 2001. The Lassie Foundation's Frank Lenz soon came aboard, and the band went on to work on The Suitcase for Hidden Agenda.