The band was originally formed in 1998 by Greg Wilkinson as a solo project called Mrbrainoil with a Boss drum machine. Greg was joined by Nate in the summer of 2000. Greg and Nate continued to work on material throughout the summer of 2000 writing and recording a demo by the fall of 2000. Greg and Nate ditched the drum machine by the winter of 2000 and were joined by Ira Harris. Brainoil's first show was on March 3, 2001 at Mission Records in San Francisco.