Fair to Midland was formed in 1998 by friends Andrew Darroh Sudderth and Cliff Campbell, both of Sulphur Springs, Texas. Sudderth originally started as the band's bassist, but switched to be the band's lead vocalist after rounding out the band with more members, namely Nathan Seals on bass and David Pintler on drums. After their independent debut album in late 2001, The Carbon Copy Silver Lining, Pintler left the band and was replaced by Brett Stowers. For their second album, 2004's Inter.funda.stifle, keyboardist Matt Langley, who was a guest musician on the first album, officially joined the band. The album was recorded as a quintet, and after release, the band toured extensively to promote the albums, building up a fanbase in the Dallas, Texas Deep Ellum music scene. However, attempts to branch out into bigger music scenes, such as Los Angeles, proved futile for the band. In 2005, Seals left the group as well. While he was replaced by Jon Dicken, still, a lack of progress, combined with increasing costs of self-funding all of their efforts, and Sudderth and Campbells college aspirations, led the band to contemplate breaking up. Just as the band was seriously discussing a break up, the they received a call from Serj Tankian, frontman of American hard rock band System of a Down. Their albums and live shows had caught his attention, and showed interest in signing them to his vanity label Serjical Strike, on Universal Republic Records. This rejuvenated the band's confidence, and they signed on in April 2006, starting work on a new album shortly after.Shortly after signing to the Serjical Strike label, The Drawn and Quartered EP was released, featuring demo and live tracks from inter.funda.stifle, and a mini-documentary titled The Drawn and Quartered Kinescope, which served as an introduction of the band, including interviews and past concert footage. Meanwhile, the band worked on recording their third album with music producer David Bottrill. For it, the band chose to re-record many of the songs from inter.funda.stifle which they felt could benefit from a professional music producer and bigger production budget. After a few minor delays, the album, entitled, Fables From a Mayfly: What I Tell You Three Times Is True, was released on June 12, 2007. The band toured extensively through out 2007 and 2008 in support of the album, performing at major concerts such as Coachella, Rock am Ring, and Rock im Park. They opened for bands such as Rage Against the Machine, Smashing Pumpkins, Queens of the Stone Age, and Muse, and Serj Tankian's solo band. Notably, they even teamed up Tankian at times for a live improvisational version of their song "The Walls of Jericho". Fair to Midland were the winners of the Dallas Observer Music Award in the Best Metal category for both 2007 and 2008.