In the early 2000s, emo rock outfit Taking Back Sunday was steadily gaining popularity among a new generation of punk rock fans, due in part to the dynamic songwriting and vocal team of Adam Lazzara and John Nolan. However, as their powerful debut, Tell All Your Friends, kept gaining momentum, restlessness among bandmembers grew as well, leading to the eventual departure of guitarist/vocalist Nolan and bassist Shaun Cooper. Regrouping together under the name Straylight Run, the two completed the band by recruiting Nolan's younger sister Michelle (vocals/keyboards) and ex-Breaking Pangea drummer Will Noon.
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