The short-lived Los Angeles-based art-pop band 3rd Matinee was formed in 1994 by songwriter and keyboard player Patrick Leonard (a producer best known for his work with Madonna) and singer/guitarist Richard Page (formerly of Mr. Mister) as a successor to Leonard's earlier group, Toy Matinee (co-led by singer Kevin Gilbert), which had released one self-titled album that charted in 1991. Leonard and Page were writing partners whose efforts included the Madonna hit "I'll Remember." Brian MacLeod (drums), Tim Pierce (guitar), and Guy Pratt (bass) had all been members of Toy Matinee, and Marc Bonilla (guitar) and been a touring member of the group. 3rd Matinee was completed by noted session keyboard player and Toto member Steve Porcaro. The band's obvious commercial potential quickly led to a contract with Reprise Records, which released Meanwhile on April 26, 1994. But the album was not a success, and the band broke up, with Leonard returning to producing and Page launching a solo career.