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After [[The Downward Spiral (halo)|The Downward Spiral]] tours in 1996, [[Danny Lohner]] and [[Charlie Clouser]] approached Trent with music ideas that Trent felt did not fit in with his vision of the band, but instead agreed to collaborate and work on the material as a side project, with each member having equal say in decisions. The band eventually became a supergroup of sorts including, among others, [[Maynard James Keenan]] ([[Tool]], [[A Perfect Circle]]), Page Hamilton (Helmet), and Phil Anselmo (Pantera).
By 2001, producer [[Alan Moulder]] had tracked "more than an album's worth" of demos, according to Reznor's post on the site, adding that the rough songs are "very unlike [[The Fragile (halo)|The Fragile]], and may not even be released as NIN material,". However after 2002, Clouser left NIN and was no longer a part of Tapeworm. The group (at the time consisting of Reznor, Lohner, Keenan and [[Atticus Ross]]) booked time in a recording studio in an attempt to produce an album. An official Tapeworm website (Tapeworm.net, now offline) was created and showed pictures from various recording sessions.
In September 2003, Lohner told Kerrang! magazine that the album was "ready to mix" but had been held up by legal issues stemming from conflicts between Reznor and Keenan's record labels. [http://www.theninhotline.net/news/archives/backissue/03/9#1064407046]