Formed in Minneapolis in the mid-'80s, the Blue Up? consists of vocalist/guitarist Rachael, bassist Carolyn Rush, and drummer Renee Bracchi. The alternative dance-pop group got their start playing around the area, and was voted Best New Band by Minneapolis' First Avenue club. Rush departed soon after, however, leaving Rachael to develop a concept album, Introducing Sorrow. By 1991, the original trio was back together; they began gigging and recorded Cake and Eat It on their own four-track recorder. Released on the Catacombs label in 1992, the album gained many converts around Minneapolis, including Bobby Z., originally the drummer for Prince's band, the Revolution. He produced the Blue Up?'s second album, Spool Forka Dish, recorded for Columbia in 1995.