New York City's Telling on Trixie feature singer Derek Nicoletto, guitarists Brad Small and Tommy Kessler, bassist Matt Aronoff, and drummer Andrew Frawley. Nicoletto (son of drummer Tony Nicoletto, who played in the Turtles) and Small formed the band in 2006 after their previous project, the funk band Trixie's Itch, fell apart. Kessler (who also played with the Blue Man Group), Aronoff (a part of Sandra Bernhard's band), and Berklee College of Music grad Frawley joined the duo, and the band moved in a soulful power pop direction. Telling on Trixie worked with producer Jamie Siegel on their self-titled debut album, which was released in 2007; the video for its first single, "Halfway Back to Sane," featured America's Next Top Model contestant Jade Cole, and the "Orion's Light" clip included a cameo from Project Runway's Jack Mackenroth. The band began work on its second album in 2008.