High Noon formed in Austin, Texas in 1988 through a mutual love of rockabilly. They then proceeded to be named Austin's Best Rockabilly Band seven years in a row. During that time they released a multitude of records, 45's, 78's, CD's and even a 10" disc. They played not only throughout the United States, but in Russia, Scandinavia, Japan, Central Europe and The Canary Islands. They even played at Carnegie Hall with Ronnie Dawson and performed on the Late Night with Conan O'Brien Show in 1994. In 1996, they decided to take a break and do other things. "We wanted to be a working band," Smith explains, "and we wanted to do things the right way. We reached a point where it just wasn't moving any more. We spent 9 years really knockin' hard. We reached a point where we wanted to wait for everyone else (primarily in the US) to catch up to what we were doing. The traditional music scene now is much bigger now than when we started." Since 1996, Smith played with a wide variety of Austin bands including the Asylum Street Spankers, 8 1/2 Souvenirs, Hot Club Of Cowtown and many others. Mencher moved to Maine where produced bands from New York, Boston and Vermont .He also formed his own group, Sean Mencher and His Pine Tree Three, and performed regularly with Wayne "The Train" Hancock. Young formed Shaun Young and His Texas Trio, as well as played drums for the Horton Brothers and, another act he helped form, the Jive Bombers. A turning point was when they got together for a reunion at the Viva Las Vegas 2000 festival. "The crowd was wild that night," Smith recalls. "It was like we were the Beatles or something." In January of 2002, they went into the studio with Billy Horton as producer and recorded what turned out to be What Are You Waiting For? " Soon thereafter, Mencher returned to Austin and High Noon officially got back together. "We rehearsed for two weeks and learned the songs before we started out playing them live," Mencher relates. "Before we'd play songs in front of an audience before recording them. Now," he adds with a laugh, "we have to learn the record. I have to say that the time away from the band was a growth time. It was a like a sabbatical. It's allowed all of us to contribute more." Smith agrees, "I think as we were putting this together that we were a lot more mature and we were able to contribute in so many different ways. This record came together so quickly, so cohesively, so strongly that I'm proud of everything on it. I feel I contributed to everything on there and not just with my bass playing, with arranging, everything. It's a solid group effort and joyful experience. We're all really proud of it. We have this special chemistry, it's still there and it's still feels great."