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Singer Adam Duritz (former member of the Bay Area band The Himalayans) and guitarist Dave Bryson formed Counting Crows in San Francisco in 1991. As well as his experience in The Himalayans, Duritz had contributed to recordings by the Bay Area group Sordid Humor ("Barbarossa"), although he was never a member. Counting Crows began as an acoustic duo, playing gigs in and around Berkeley and San Francisco. By 1993, the band had grown to a stable lineup of Duritz, Bryson, Matt Malley (bass guitar), Charlie Gillingham (keyboard instruments) and Steve Bowman (drums), and it was a regular on the Bay Area scene. The same year, the band signed to Geffen Records. On January 16, 1993, the band, still relatively unknown, filled in for Van Morrison at the Rock & Roll Hall of Fame ceremony, and was introduced by an enthusiastic Robbie Robertson. They remain the only unknowns ever to play the ceremony.

Before signing to Geffen, the band recorded demo versions of a number of songs, known as the 'Flying Demos'. These later surfaced among the Counting Crows fanbase. Tracks include "Rain King", "Omaha", "Anna Begins", "Einstein on the Beach (For an Eggman)", "Shallow Days", "Love and Addiction", "Mr. Jones", "Round Here", "40 Years", "Margery Dreams of Horses", "Bulldog", "Lightning", and "We're Only Love".

Some songs from the tape later resurfaced (in reworked versions) on the band's debut album August and Everything After.