The roots of heavy metal band the Union Underground lie in the relationship between singer/guitarist Bryan Scott and guitarist Patrick Kennison, who met in junior high school in San Antonio, TX. After finishing high school, the two launched their own recording studio, Studio Underground, making cassettes of their music. Sales of 5,000 copies of an EP brought interest from major labels, with Portrait, the hard rock imprint of Sony's Columbia label, winning out as Scott and Kennison completed the band's lineup with the addition of drummer Josh Memelo and bassist John Moyer. The Union Underground released its debut album, Education in Rebellion, in July 2000. The disc spent four months on the charts and the track "Turn Me on 'Mr. Deadman'" was on the mainstream rock charts for six months. (After two years, the album's sales reportedly stood at 350,000.) The band opened for Marilyn Manson in the fall of 2000 and earned a slot on the 2001 Ozzfest tour.

The Union Underground's next recording was the track "Across the Nation," heard on the World Wrestling Federation (WWF) various-artists album Forced Entry, released on SmackDown!/Columbia in March 2002. The song earned the band another extended stay on the mainstream rock charts. In June 2002, Portrait released Live...One Nation Underground, a six-track EP containing songs recorded live in concert in 2000 and 2001, as the band worked on its second album.

The band disbanded in 2002 after their label, Portrait, folded.