Group formed in 1999, as the brainchild of former Tony! Toni! Tone! member Raphael Saadiq, A Tribe Called Quest DJ and producer Ali Shaheed Muhammad and D'Angelo. However, D'Angelo backed out of the group due to scheduling conflicts. After D'Angelo backed out Raphael came up with the idea of adding Dawn Robinson to the group. They released their self-titled debut album Lucy Pearl in 2000.