Box Elders started as the Friday night goof off sessions of brothers Clayton and Jeremiah McIntyre. Naming themselves after the bugs that infested the house they grew up in, they began playing impromptu shows around Omaha. Drummer and organist Dave Goldberg saw them play a free show in a park and was convinced to join. The brothers suggested that Goldberg learn to play both instruments simultaneously instead of adding a fourth member. It took some practice.