Midnight Faces was founded as a duo by composer Matt Doty (a former member of Saxon Shore alongside J. Tillman) and vocalist Philip Stancil.[1][2][3] The duo initially lived in different cities (Doty in Grand Rapids, Michigan and Stancil in Washington, DC)[4] and created their music using Internet-enabled file sharing, but by November 2014, both members had moved to Los Angeles.[5] For their third album, 2016's Heavenly Bodies, the group expanded to a trio, adding drummer Paul Doyle to its lineup.[6]