In 1964 drummer Don Powell and guitarist Dave Hill were part of a midland based group called The Vendors. Regulars on the club circuit, they had also recorded a privately-pressed four track EP. At the time, Noddy Holder was playing guitar and contributing to vocals in Steve Brett & The Mavericks. Signed to Columbia Records, the band released three singles in 1965. After listening to American blues artists such as Sonny Boy Williamson II, John Lee Hooker and Howlin' Wolf, The Vendors decided on a change of direction and name. As the 'N Betweens they gained greater recognition and began to get supporting gigs with acts such as The Hollies, The Yardbirds, Georgie Fame and Spencer Davis.
The Mavericks and The 'N Betweens were on their way to separate gigs in Germany when they met on a ferry in 1965. Powell and Hill asked Holder if he would be interested in joining The 'N Betweens but Holder declined. Later, back in their home town of Wolverhampton, the musicians met again and this time Holder agreed to join the group. Jim Lea, whose musical background and strong bass guitar skills were considered an asset, had already been recruited. Lea, who also played the piano and guitar, had been in the Staffordshire Youth Orchestra and had gained first class honours in a London music-school practical exam.
By 1966, this new version of The 'N Betweens had recorded a promo single of the Otis Redding track, "Security," and a self-penned song, "Evil Witchman," released on Highland Records. A further single, "You Better Run" was released on Columbia Records and produced by Kim Fowley.This last single was reported by Powell to have topped the regional midland charts although it failed to make any national impact.Between 1966 and 1967, the band's performance centred around the R&B and Tamla Motown styles, while Noddy's flair for showmanship began to give the band a focus. During 1967, the band recorded the track "Delighted to See You" which remained unreleased until 1994.
