The history of NEOTOLEDO goes back to 2005, when Scott "Smalls" Smalley and Khryztof were roommates. Prior to actually writing any songs, the concept for an experimental space rock group featuring "songs about robots" was kicked around. They remained a visual and musical duo for a number of years, creating album art and posters for future performances.

Heavily influenced by bands such as They Might Be Giants, Weezer, Soul Coughing, David Bowie, Pink Floyd, and later Flight of the Conchords, the boys strived to create music where "not all the songs sounded the same". This experimentation typically made it hard for them to find gigs.

Eventually, they added keyboardist, Jeff "Stecki" Garstecki to the group. Stecki's virtuosity and creativity lead to a lot of songs becoming fleshed out from their initial drafts. After rotating through drummers, multi-instrumentalist, Bobby Prom was present during the bulk of the finalizations of this set. Unfortunately, time conflicts lead to him being replaced by Chuck Vadun, who would go on to be one of NEOTOLEDO's longest active members.