With Arms Still Empty started around November of 1998 in Grand Rapids, MI. 3 members previously played in another band called the bounty hunters. Originally there were five members: Jeff (bass/vocals), Greg (guitar), Yann (guitar), Jeremy (drums), and Aric (vocals). With Arms recorded two songs in December 1998 for the Occidental CD comp and the Forever 7” comp with Hamilton, Malakhai, and Just for Kicks. Later in may of 1999, they recorded 7 songs, 6 of which ended up on the Watching Friends Fall CD ep.