Guitarist C.J. Pierce and drummer Mike Luce formed Drowning Pool after relocating from New Orleans, Louisiana, to Dallas. There, they found and recruited bassist Stevie Benton. For a few years they stuck to performing as an instrumental trio, but this changed in 1999 with the arrival of vocalist Dave Williams. The band rose to fame while playing along with Ozzy Osbourne during an Ozzfest tour. Their 2001 debut album Sinner was certified platinum within six weeks. On August 14, 2002, Williams was found dead inside his tour bus. He died from an undiagnosed heart condition, now known to be cardiomyopathy.
A spokesperson for the Northern District of the Virginia Office of the Chief Medical Examiner said he suffered from a form of heart disease. Many of their songs are featured in the Dragon Ball Z soundtracks. When asked if the band had any unreleased songs, according to a 2002 Blabbermouth article, drummer Mike Luce replied that "only 3–4 songs were done, including one called "Heroes," which is a tribute to dead rock musicians such as Layne Staley. I don't know if we will ever release them." After Williams' death, the band tried to carry on and so began searching for a new singer. Many were considered, such as Ben Schigel of Switched, Vince Mullins of Haji's Kitchen, Robb Flynn of Machine Head and many others. But in 2003, the band decided on Jason 'Gong' Jones to replace Williams and released the album Desensitized in 2004. During this era, the band also experienced a considerable shift in visual style: rather than the dark, grimacing, anti-social demeanor seen with Williams as the frontman, they shifted toward rock star vanity and sex appeal. Despite the success of the album's lead single, "Step Up," the album was not nearly as successful as Sinner. Jones' departure from the band was publicly announced on June 14, 2004, due to irreconcilable differences.
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