The band was formed in Germany in 1999 by musicians from Hamburg Ilya Podstrelov and Vladimir Panchenko. After the band's debut song, "Beauty", gained popularity in Russia in 2005, the band began collaborating with the lead singer of the band "Hands Up!" Sergey Zhukov, who became the producer of Factor—2. In Germany, DJ Vital (Vitaly Moser) and Vadim Eichwald were engaged in producing the band. In January 2005, two albums of the band were released in Russia — "In our Style" and "We are Fake MS", which had previously been released in Germany in 2002 and 2003, respectively. In support of both discs, a music video for the song "Beauty" was shot, directed by Sergey Zhukov.