We Are the Fallen began forming in 2003 when Ben Moody (guitar) had discussions with John LeCompt (guitar) and Rocky Gray (drums) about Evanescence moving in a different direction than originally planned. It was only when they recruited bassist Marty O'Brien and American Idol
Season 7 finalist Carly Smithson as vocalist that the quintet were able to put their ideas into practice. Smithson told Artist Direct
: "These are moments, memories and things we've been holding onto. A lot of the songs are ideas that we'd wanted to write about for ages but it wasn't the right situation in the past. There's a song called 'St. John.' I had the idea for that song for a long time, but it would've been weird to many songwriters. To these guys, it's not. John gave me this incredibly crazy track that was just the perfect combination of music and theme. It creates this Wizard of Oz
meets 'This Is Halloween' story. As soon as I heard the track, it was perfect for the concept I had."