When Duane Allman saw people sitting around regretting some aspect of their lives, saying, "if only I'd done this," or "if only I hadn't done that," he'd look 'em in the eye and say, "Yeah, and if a frog had wings he wouldn't bust his ass every time he jumped. Get over it."

Frogwings began as an Allman Brothers/Aquarium Rescue Unit side project in 1997, with Edwin McCain as the lead singer. The band ran off five gigs in seven days in late May 1997, and the jazz/rock/calypso/metal fusion began. Founding members Butch Trucks [drums] and Jimmy Herring [guitar] were joined by the Burbridge brothers, Kofi [flute] and Oteil [bass], as well as Butch's nephew Derek [guitar/, and band and percussion-mate Marc Quinones. The successful May run was followed by a two-week trip up and down the East coast in December, and this run cemented Frogwings as a permanent part of the Allman Brothers Band sideshow.

After a single Florida appearance in 1998, Edwin McCain was forced to leave the band due to issues with his record label [McCain was becoming a national star in his own right due to several hit singles off his latest album, Misguided Roses and the label no doubt wanted him to concentrate on his own band] and Blues Traveler's John Popper was recruited as the new voice of Frogwings. Butch Trucks recalls the initial meeting between Popper and the rest of the band in a 1999 interview with JamBands.com:

Oh wow, I had no idea what would happen. We wrote a lot of stuff with Edwin and now John's come in with his harp and his writing and his singing. It's a lot harder edge now, a lot more rock 'n' roll oriented. It's fun. I'm enjoying the hell out of it. We're just going at it. We're writing songs and playing and just having a ball doing it. [...] We worked up 14 songs in five days last week. John Popper and Oteil were writing a song a day. It was amazing. They run the gamut from a calypso song to The Thrill Is Gone kind of a blues feel to a really uptempo Latin groove to one that is almost industrial thrash rock. On the surface, that's what you're hearing, but when you listen to what the bass and the guitars are doing, it's fucking incredible. Really cool. It's like industrial rock meets James Brown.

After rehearsing together for only two weeks in late January of 1999, the newest version of Frogwings hit the road with an inaugural gig at Lupo's Heartbreak Hotel in Providence, RI, supported by Derek Trucks' band, whose leader pulled double duty all tour long. Two nights later, the band began a three-night stand at New York's Wetlands Preserve, and rocked the house for over two hours each night, including a guest appearance by ex-Allman Warren Haynes on night two's encore of Hot 'Lanta. The entire tour was recorded for a live album, eventually entitled "Croakin' At Toad's", released in late 2000. After the album was released, Dean Budnick interviewed Derek Trucks, again for Jambands.com, in which the younger Trucks reflected on the band's genesis, tour and future.