Spillway forms in 1998 as a two piece when Thomas Hankins makes the move from Little Rock to Fayetteville to join Jim Hunnicutt in what begins as an experimental project following the tentative breakup of the Hiram Ragon Experience. As a two piece, Spillway plays a handful of shows at Clunk music hall and random house parties.

In the spring/summer of 1999, Hankins gets together with 2T Wylie for a session in the basement of the Holly St. house that pretty much solidifies the group from that point forward. In the time between then and 2001, Spillway plays at various venues across Arkansas, and becomes a regular monthly act at JR's and Clunk Music Hall in Fayetteville where they open for such acts as the Makeup, Les Savy Fav, the Delta 72, the Rapture and !!!. Spillway goes on to write around 30 songs, half of which are recorded live at JR's on 10-10-00. The rest are said to have been buried under the firepit in 2T's old backyard. Spillway discontinues in the summer of 2001, when Hankins and Hunnicutt relocate back to their hometown of Little Rock.