Marathon was formed in 2019 by Mark Kelly, the keyboard player with Marillion. Together with Guy Vickers, Oliver M. Smith (vocalist), Pete 'Woody' Wood (guitar,) John Cordy (guitar), Henry Rogers (drums) and his nephew Conal Kelly (bass), Mark Kelly turned his vision into reality. Marillion bandmate Steve Rothery also joined the band and contributed the lead guitar to the song 'Puppets'. The band recorded their debut album in separate locations between March and July 2020 in lockdown during the 2020 COVID-19 pandemic.