Sanctuary, formed in Seattle in 1985, was a pet discovery of Megadeth guitarist Dave Mustaine. He helped get the band signed to CBS/Epic Records, produced their first album, and took them on the road with Megadeth. The band consisted of vocalist Warrel Dane, guitarists Lenny Rutledge and Sean Blosl, bassist Jim Sheppard, and drummer Dave Budbill; after their second album, Sanctuary disbanded, with Dane and Sheppard going on to form Nevermore.
Jeff Loomis sent a tape to metal band Sanctuary when he heard they had lost their guitarist. He got the job, but it was not slated to be a long-lasting one. The group broke up two months later in 1991. However, as the ashes of Sanctuary were clearing, Loomis, along with two other members of the group, formed the band Nevermore.