Mike Van Portfleet formed Lycia in early 1988 in his hometown of Phoenix. Inspired by post-punk and the ethereal 4AD sound of the '80s, he began experimenting with guitar loops on his four-track recorder. He recruited an old friend, bassist John Fair, to join him, and the two recorded Wake in 1989 for Phoenix's Orphanage Records. Fair left a year later to play with Caterwaul, but Van Portfleet continued to record, sending his demos to the goth-ambient Projekt label. Projekt liked what it heard and signed him to a contract.