Starsailor met at the Leigh Campus of Wigan and Leigh College. Bassist James Stelfox and drummer Ben Byrne had been playing together in the north west of England for a number of years. When their regular singer fell ill, they recruited young singer and songwriter James Walsh from a school choir. He was influenced by Jeff Buckley and his 1994 album Grace in his singing style. Comparing it to Oasis' (What's the Story) Morning Glory? album, which Walsh says sums up a unique moment, Grace captures every moment.