Suede formed in 1989 when Brett Anderson, Justine Frischmann (his lover and fellow University College London student), and Anderson's childhood friend Mat Osman placed an advert in the 28 October issue of NME for a lead guitarist: "Young guitar player needed by London based band. Smiths, Commotions, Bowie, PSB's. No Musos. Some things are more important than ability. Call Brett." Liking the term "no musos" and more importantly for name-checking The Smiths, nineteen-year-old Bernard Butler auditioned and joined the group. The group settled on the name Suede; lacking a drummer, the band initially used a drum machine. Despite Frischmann's efforts as the group's de facto manager, the group primarily scored small-scale gigs around London's Camden Town area.

Suede's first breakthrough came with their second demo Specially Suede which they sent to compete in Demo Clash, a radio show on Greater London Radio run by DJ Gary Crowley. "Wonderful Sometimes" won Demo Clash for five Sundays in a row during 1990, leading to a record contract with the Brighton-based indie label RML. After a series of gigs with an unreliable drum machine, Suede recruited Justin Welch as a full-time drummer, though he left to join Spitfire after six weeks, later forming Elastica with Frischmann. Former Smiths drummer Mike Joyce responded to an advert for Welch's replacement; and though he felt he was overqualified for the position, Joyce recorded two songs with the group, which were set to be released as the "Be My God"/"Art" single on RML Records. The band was dissatisfied with the result, and most of the 500 copies pressed were destroyed. Ricky Gervais, when he was Entertainments Officer for the ULU, briefly managed the band, and sent out a demo tape to Nude Records. Simon Gilbert, who also worked at ULU, heard the demo in June 1990 and realising the band were devoid of a drummer, auditioned and was accepted as the permanent drummer.

By 1991, Anderson and Frischmann had broken up; Frischmann started dating Damon Albarn of the group Blur. Frischmann believed the group could accommodate the new situation. However the situation grew tense; Butler recalled, "She'd turn up late for rehearsals and say the worst thing in the world - 'I've been on a Blur video shoot.' That was when it ended, really. I think it was the day after she said that that Brett phoned me up and said, 'I've kicked her out.'" After Frischmann's departure, the character of the group changed. "If Justine hadn't left the band", Anderson said, "I don't think we'd have got anywhere. It was a combination of being personally motivated, and the chemistry being right once she'd left." Anderson and Butler became close friends and began writing several new songs together. However, the band's music was out-of-step with the music of their London contemporaries as well as the American grunge bands. Anderson said, "For the whole of 1991, A&R men wouldn't give us a second look."

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