The group was formed in Andover, Massachusetts in the final months of 2005, when vocalist Martin Johnson, formerly of the Boston act Fake ID/The Drive, wrote a handful of songs he wanted to record. He recruited bassist Bryan Donahue and drummer John Keefe. Keefe brought along lead guitarist Paul DiGiovanni, with whom he had recorded a brief demo, to complete the line-up. Some of the demo's titles were "Free", "If You Could See Me Now", and "The Only Way That I Know How To Feel". Some months later Keefe and DiGiovanni learned that they were distant cousins. The group later changed their name to Boys Like Girls.