Midlake was formed in 1999 by a group of jazz students at the University of North Texas. The original lineup consisted of Tim Smith (vocals, guitars, keyboards), McKenzie Smith (drums), Paul Alexander (bass), Eric Nichelson (guitar), and Evan Jacobs (keyboards). Their initial work — under the working name The Cornbread All-Stars — consisted of funk/jazz explorations heavily influenced by Herbie Hancock.