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.

A mutual friend, Alex Rockswell, introduced Juwan and XXXchange at a Baltimore art gallery, and the two soon began working together (Rockswell later joined the entourage as DJ). Reflecting Baltimore's fertile but rarely exported club scene, Spank Rock tracks were influenced by the skeletal breakbeats of electro and bass, glitch and grime, while Juwan proved up to the task of conjuring the hyper-sexual rhymes necessary for a genuine Baltimore flavor. Signed to the seminal British label Big Dada, the duo turned heads with early singles "Backyard Betty" and "Rick Rubin." Spank Rock's debut album, YoYoYoYoYo, appeared in April 2006. XXXchange also recorded a mix album, Voila, that married his bruising beats to a succession of pop songs from the '60s, '70s, and '80s.

In 2007, Spank Rock released a mixtape titled Fabriclive.33 and signed with Downtown Records. Soon after, he teamed up with producer Benny Blanco for a satirical booty bass EP titled Spank Rock and Benny Blanco Are... Bangers & Cash. While Juwan was in the middle of recording his second full-length he faced some reservations from his label, delaying the process. Ultimately, after regaining rights to the masters, he released it on his own Bad Blood Records in 2011. The result, Everything Is Boring and Everyone Is a Fucking Liar, found him teaming up with producer Boyz Noise, as well as Santigold, Big Freedia, and Pharrell Williams. ~ John Bush