Formed from the ashes of stoner rock icons Kyuss, Queens of the Stone Age reunited the group's singer/guitarist Josh Homme, drummer Alfredo Hernandez, and bassist Nick Oliveri along with new guitarist/keyboardist Dave Catching. The project's origins date back to Homme, who in the wake of Kyuss' 1995 demise relocated to Seattle to tour with the Screaming Trees; he soon began working with a revolving lineup of musicians including the Trees' Van Conner, Soundgarden's Matt Cameron, and Dinosaur Jr.'s Mike Johnson, recording a series of 7"s originally issued under the name Gamma Ray. After rechristening the group Queens of the Stone Age, Homme recruited Hernandez to begin work on their self-titled debut LP, issued in late 1998 on Loosegroove; after the album was completed, Oliveri left the Dwarves to re-join his former bandmates, with the subsequent addition of Catching rounding out the roster. In addition to extensive touring, Homme put together a series of albums for the indie label Man's Ruin; the various volumes of The Desert Sessions feature Homme's collaborations with a loose-knit, revolving-door lineup of like-minded musicians, some from bands like Soundgarden, Fu Manchu, and Monster Magnet.
In mid-2000, Queens of the Stone Age issued their sophomore album, R (as in the movie rating; some promo copies were distributed with the original title, "II"), before appearing on that year's Ozzfest tour. By that point, drummer Hernandez had been replaced by a tag-team combo of Gene Troutman and Nicky Lucero. The group built a healthy buzz courtesy of accolades from such renowned publications as Rolling Stone, and due to good-old-fashioned touring. 2001 saw the group perform at the massive Rock in Rio festival (after which Oliveri was arrested by the Brazilian police for performing nude) and a spot on the year's Ozzfest. The same year, Homme and Oliveri put together yet another volume of the Desert Sessions series, while QOTSA assembled a third studio album.