Straight Faced began as a Huntington Beach hardcore band named "Above All" in 1991. The founding members were Eric Glenn Stewart (1973-2007), Ron Moellar, Matthew Polence, and Samuel Marrs. All members were friends who grew up together in Huntington Beach, California in the late 1980s. Stewart set them up in a garage in Santa Ana that his father used to run a construction business out of, and taught the other members how to play. They learned a few covers and set up a local gig but broke up before playing the show. Several months later, at the request of Moellar for his birthday, his long time friends Kevin Grossman and Jack Louis (1977 - 2009) got together at a local rehearsal studio to play a few songs. The band then recruited Johnny Miller to sing. After writing several songs together, the band re-enlisted Stewart and began practicing regularly. Louis was subsequently removed from the group, and the band once again asked Marrs to join in order to fill Louis' spot.

Grossman dubbed the reconstituted group Straight Faced, and the group played its first shows in 1992, releasing a few 7" singles and quickly putting out two full-lengths on Fearless Records. In 1998, the group signed with Epitaph Records and released a third LP in 1998; following this rhythm guitarist Damon Beard left the group, and bassist Kevin Norton was replaced by Jeff Hibben. A fourth full-length, Pulling Teeth, was released on Epitaph in 2000 before the group disbanded some time after.
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