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Guitarist/vocalist Paul Weller broke up The Jam, the most popular British band of the early '80s, at the height of their success in 1982 because he was dissatisfied with their musical direction. Weller wanted to incorporate more elements of soul, R&B, and jazz into his songwriting, which is something he felt his punk-oriented bandmates were incapable of performing.

In order to pursue this musical direction, he teamed up in 1983 with keyboardist Mick Talbot, a former member of the mod revival band the Merton Parkas.