Steven Page (of Barenaked Ladies) and Stephen Duffy (of Lilac Time) formed The Vanity Project as a side project. "We started recording casually in my basement," Page said. The group's first album, Vanity Project was released in June of 2005. "The benchmark for it was the first McCartney solo record, and the early Harry Nilsson records, as well as the Smiths and R.E.M.."