Reflecting the party rap atmosphere of Baltimore's club scene, Spank Rock arrived as one of the best things to happen to both underground hip-hop and dirty rap, a pair of styles that rarely intermingle. The group formed as a collaboration between MC Naeem Juwan (aka Spank Rock) and producer XXXchange (Alex Epton). Both grew up in Baltimore, though never met until both had been making music elsewhere for several years. Juwan was rapping by his middle school years, and a friendship with producer Shawn J. Period (Mos Def, Talib Kweli) helped him decide on rap as a career and Philadelphia as a starting point. XXXchange studied at Peabody Conservatory in Baltimore, then briefly the New England Conservatory before decamping for New York and a stint drumming with the indie electronic group Zero Zero, whose 2001 album, AM Gold, was produced by the highly sought-after DFA camp; he also earned a production apprenticeship at DFA, assisting James Murphy and Tim Goldsworthy.