The Halo Benders were a side project for Built to Spill's Doug Martsch and Beat Happening's Calvin Johnson, uniting two of the Northwest's more idiosyncratic indie rockers. The results were appropriately loose and eclectic, with an off-the-cuff charm and a quirky sense of humor that brought them general critical approval. Johnson had spent the past decade-plus as the deep-voiced frontman of indie pop pioneers Beat Happening, in the meantime building his K Records imprint into a successful indie venture. Martsch, meanwhile, had spent several years in Boise, ID's Treepeople, and had ushered in his new project, Built to Spill, with 1993's Ultimate Alternative Wavers. Martsch invited Johnson to contribute vocals to an unwritten future track, and that invitation grew into a full-fledged side project and songwriting collaboration. Bassist Wayne Rhino Flower -- another ex-Treepeople member, also of Violent Green at the time -- and drummer Ralf Youtz, who'd played on the first Built to Spill album, soon took their place as the rhythm section.

In 1994, the Halo Benders issued their debut 7", "Canned Oxygen," on Atlas Records, and soon followed it with their first full-length album, God Don't Make No Junk, on Johnson's K Records. It received complimentary reviews, and also saw the addition of producer Steve Fisk to the loose-knit lineup on keyboards. While Built to Spill was in the midst of assembling its major-label debut, the Halo Benders recorded a follow-up album, Don't Tell Me Now, which appeared in 1996 and featured instrumental contributions from BtS producer Phil Ek. It solidified their indie following and set the stage for a third album, 1998's The Rebels Not In, which featured guest guitar from Beat Happening's Heather Dunn. As Built to Spill's touring schedule got busier, the Halo Benders went on an indefinite hiatus. ~ Steve Huey, All Music Guide