Grayson formed in Chicago 2001 as a side-project for members of Wafflehouse*, Stillwell, and The Like Young. The original lineup include Justin Wexler (Stillwell) on vocals/guitar, Andy Lorts on guitar, Colin DeKuiper (The Like Young, Dakota/Dakota, Russian Circles) on bass/vocals, and Ryan Clancy (Wafflehouse*/Rescue/The Silent Years) on drums. Ryan soon moved back to Detroit and was replaced at first by Andy Kosinski (Last Ditch Effort, Tale of Genji, ST Monroe, Sorns). Other members who played with the band include Brian Blackburn and Phil Newman. Grayson recorded a 4 song CDEP at Clava Studios with Ben Soleim in 2002 that never saw an official release. The records were manufactured but the label folded and the band only managed to pry about 200 copies of the disc from the plant. Theo Katsaounis (Stillwell, Weather, Locks, A Tundra, etc.) played drums on the recording. In addition, they released a split 7" with Rescue on Forge Again Records in 2002 and the two bands toured together that summer to support the release. Grayson played only a handful of shows after that tour and after recording the basic tracks for 5 songs in 2004 never managed to get their proverbial shit together to finish recording any new material.