Mazzy Star has deep roots within the Californian Paisley Underground movement of the early 1980s. David Roback, along with his brother Steven, was one of the main architects of leading Los Angeles psychedelic revival band the Rain Parade. Leaving that band after their first LP, he founded Clay Allison in 1983 with then-girlfriend, ex-Dream Syndicate bassist Kendra Smith. Soon after the publication of their sole release, the 1983 double A-sided single "Fell From the Sun"/"All Souls", Clay Allison renamed themselves Opal and released the LP Happy Nightmare Baby on SST on December 14, 1987. With Roback as its musical catalyst, Opal were a direct precursor to Mazzy Star musically—often featuring the same psychedelic guitar drones and similar hints of blues and folk that would later appear on Mazzy Star recordings. Meanwhile, Sandoval—who was in high school at the time—formed the folk music duo Going Home in the early 1980s with fellow student Sylvia Gomez, and played gigs with Sonic Youth and Minutemen. Both were devoted followers of the Rain Parade, and after a 1983 concert by the band in the Los Angeles area, Gomez entered the backstage area of the venue and gave Roback a copy of Going Home's demo tape, featuring Sandoval on vocals and Gomez on guitar. Upon hearing the tape, Roback offered to produce a still-unreleased album by the pair.