Producer, songwriter, and multi-instrumentalist Jon Brion grew up in a musical family: his father was director of the Yale concert and marching bands, his mother sang in jazz bands, and his siblings, Randy (a conductor/arranger in L.A.) and Laurie (a violinist), were both avid music students. Young Jon didn't deal with instruction or practice well, but his natural affinity for improvisation and melody more than made up for his impatience. Unwilling to conform to the conventional school system, Brion attended special education class at Hamden High School in New Haven, CT, and the day he turned 17, he left school for good. Moving to Boston in 1987, the young musician formed many bonds that he would keep long into his professional career, including producer Mike Denneen (owner of Q Division, Boston's premier studio and record label) and 'Til Tuesday vocalist Aimee Mann. Also while there, Brion tuned his improvisational musical abilities: "I used to watch TV with an unplugged electric guitar, on the couch, and commercials would come on and I'd try to play along. It was one of the prime things I concerned myself with for several years, getting to the point where if I heard it, I could play it. Then I started working on getting my brain to do multiple things at once. And having my hands translate them." This proficiency led to increasingly frequent studio work on the West Coast, eventually resulting in his move to L.A. While in California, he and Jellyfish guitarist Jason Falkner formed the Grays, an underground superstar group which released the 1994 album Ro Sham Bo, before quickly fading as the other members (Falkner, Dan McCarroll, and Buddy Judge) went on to individual musical success. Throughout the '90s, Brion found himself increasingly in demand in the studio, producing and collaborating on albums by Aimee Mann, Fiona Apple, Rufus Wainwright, David Byrne, and the Eels and soundtracks including the Grammy-nominated Magnolia.