The Athens, Georgia-based Gerbils emerged as part of the second wave of bands linked to the Elephant 6 Recording Company collective, a coterie of like-minded, lo-fi indie groups -- including the Apples (in stereo), Neutral Milk Hotel and the Olivia Tremor Control -- who shared musicians, ideas and sensibilities. The Gerbils comprised singer/guitarist Scott Spillane, drummer John D'Azzo and bassist Will Westbrook, who together attended grade school in the Elephant 6 breeding grounds of Ruston, LA; Spillane and D'Azzo first joined forces in 1992 in the group Smilin' Joe Fission, which also included violinist John Fernandes (later a member of Olivia Tremor Control) and guitarist Ross Beach. After a series of roster changes, the original Gerbils lineup -- a five-piece also featuring Beach and future Azalia Snail cellist Penny Burbank -- recorded its first demo; slimming down to a trio, they released a series of singles on indie labels like Spare Me and Earworm before signing to Hidden Agenda to issue their 1998 full-length debut Are You Sleepy? Spillane, D'Azzo and Westbrook all additionally pulled double duty as reserve members of both Neutral Milk Hotel and the Olivia Tremor Control.