Swollen Members was founded in the mid-1990s by Vancouverites Mad Child, Prevail and Moka Only. Having begun a solo career while living in San Francisco, California, Mad Child returned to Vancouver for some work. There he met Prevail and Moka Only, working as partners and making a name together on Canada's West coast hip hop community. The trio saw each other's abilities, thought they heard opportunity knocking, and joined together under the name Swollen Members. Soon after, however, Moka Only decided he wanted to pursue a solo career and left the group.

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