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Matthews later admitted, "We had no plans of adding a violinist.We just wanted some fiddle tracked on this one song "Tripping Billies", and Boyd was a friend of Leroi. That completely solidified the band, gave it a lot more power." The band's first in-studio demo was recorded in February or March 1991 prior to Tinsley joining as a full-time band member and consisted of "Song That Jane Likes", "Recently", "Best of What's Around", and "I'll Back You Up." A recent pronouncement by band member Stefan Lessard via Twitter on October 9, 2010, reports the discovery of an earlier show, taped March 14, 1991, at TRAX, a local music venue.They were both working on other things, but they had some afternoon time." Beauford would later recall that, "It started out as a three-piece thing with Dave and Leroi...working on some of Dave's songs. And it didn't work out with the three of us." Matthews said, "The first time we played together..were awful. We tried a couple of different songs and they were all terrible...Sometimes it amazes me that we ever had a second rehearsal." Their limited instrumentals, however, did not provide the full sound they desired; more musicians were needed.Hoffman convinced the usually reserved Matthews to record a demo of the few songs he had written.Hoffman hoped Matthews could shop the songs in order to find other musicians to perform on some studio work with him.
Songwriter David John Matthews, working in Charlottesville, Virginia, as a bartender at Miller's bar in November 1990, became a friend of a lawyer named Ross Hoffman.After hearing Matthews' demo, Carter agreed to spend some time playing the drums, both inside and outside the studio.