San Francisco-area band Power13 was formed by former Sway frontman Paul Manousos. Manousos began the search for a lead guitar and rhythm section to play his songs in 1994. Former Flying Monkeys and Small Time Napoleons bassist Edgar San Gabriel joined Manousos in 1998, followed soon by another former Flying Monkeys member, drummer Joe LoBue. The three, along with guitarist Zachary Smith, made up the original lineup of Power13. After a short stint with Power13, Smith was replaced by a more blues-oriented guitar player, Ari Bloom.