Breaking Even came to life in its earliest form around March of 2011, after a school talent show where Pete, Ben, and Dustin played Avenged Sevenfold's 'Beast and the Harlot'. They wrote a few songs together but never really had either a singer nor a bassist. The original line-up had Dustin doing lead vocals, but it never really felt right. After recording a rough demo of a song, Ben posted on craigslist looking for a singer. After dealing with quite a few horrible singers, D.J contacted them. He was originally slotted to only do vocals. Ben, Pete, and Dustin had a full album written and ready to be recorded, though the songs were very rough.

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In the middle of working on the album, D.J approached Ben about the situation not feeling right to him and how he felt disconnected to the music. After everyone talked about it, they decided to scrap the majority of their album and start fresh, utilizing ideas from everyone and really making it a group project. They decided that rather than put out an album that wasn't their best work, they would start from scratch and solidify ideas that everyone brought to the table. After this D.J also asked what the plan was for a bassist, saying he was interested in playing.