Reflecting the partyrap atmosphere of Baltimore's club scene, Spank Rock arrived as one of the best things to happen to both underground hiphop and dirty rap, a pair of styles that rarely intermingle. The group formed as a collaboration between MC Naeem Juwan (aka Spank Rock) and producer XXXchange (Alex Epton). Both grew up in Baltimore, though never met until both had been making music elsewhere for several years. Juwan was rapping by his middleschool years, and a friendship with producer Shawn J. Period (Mos Def, Talib Kweli) helped him decide on rap as a career and Philadelphia as a starting point. XXXchange studied at Peabody Conservatory in Baltimore, then briefly the New England Conservatory before decamping for New York and a stint drumming with the indieelectronic group Zero Zero, whose 2001 album AM Gold was produced by the highly soughtafter DFA camp; he also earned a production apprenticeship at DFA, assisting James Murphy and Tim Goldsworthy.

A mutual friend, Alex Rockswell, introduced Juwan and XXXchange at a Baltimore art gallery, and the two soon began working together (Rockswell later joined the entourage as DJ). Influenced by Baltimore's fertile but rarely exported club scene, Spank Rock tracks were influenced by the skeletal breakbeats of electro and bass, glitch and grime, while Juwan proved up to the task of conjuring the hypersexual rhymes necessary for a genuine Baltimore flavor. Signed to the seminal British label Big Dada, the duo turned heads with early singles "Backyard Betty" and "Rick Rubin." Spank Rock's debut album, YoYoYoYoYo, appeared in April 2006. XXXchange also recorded a mix album, Voila, that married his bruising beats to a succession of pop songs from the '60s, '70s and '80s.