Led by the charismatic Martha Davis, the Motels were one of the most successful and acclaimed bands to emerge from the fertile Los Angeles new wave scene, reaching the Top Ten in 1982 with their biggest hit, "Only the Lonely." Davis formed the group in 1972 while living in Berkeley, California, recruiting guitarist Dean Chamberlain and bassist Richard d'Andrea; originally dubbed the Warfield Foxes, they became the Motels upon relocating to L.A., but despite interest from a number of record labels, the group suffered through endless lineup changes, finally disbanding in 1976. Davis soon formed a new Motels roster with guitarist Jeff Jourard, his saxophonist/keyboardist brother Marty, bassist Michael Goodroe, and drummer Brian Glascock; signing to Capitol, in 1979 the group issued its self-titled debut LP, scoring a minor hit with the ballad "Total Control." Guitarist Tim McGovern, formerly of the Pop, replaced Jeff Jourard prior to the release of the 1980 sophomore effort Careful. After Capitol rejected the Motels' third album, Apocalypso, McGovern exited, and the group re-recorded the album with guitarist Guy Perry and assorted session musicians.