The Empires were first formed in 2002 by Terrence Kramer (songwriter, vocals, guitar) and James Strachan (bass, guitar) who grew up together listening to 70s prog-rock and early jazz-fusion. Various musical projects later, John Hall (drums), formerly of By Divine Right, and Graham Walsh (guitar, synthesizers) of Flux AD and Holy Fuck joined Kramer and Strachan to make up The Empires.