Group "Kipelov" was born on September 1, 2002 after a split group "Aria" on the two teams. Former members of "Aria", namely vocalist Valery Kipelov, guitarist and drummer Sergey Terentyev, Alexander took Manyakin decision to create his own project called "Kipelov." The group were invited Sergei Mavrin (also at one time guitarist of "Aria") and bassist "Mauritius Alexey Kharkov. Manager Rina Lee and session keyboardist Eugene Shidlovsky also switched to "Kipelov." The band started in 2003, an active concert schedule. "Kipelov" traveled to Russia, playing mostly songs of "Aria", written by band members, as well as material from the 1997 album "Time of Troubles." Of particular popularity has earned the song "I'm free," as the primary "hit" group. Ballad led the hit parade "Chart Dozen" and MTV Russia top-20. In late 2003, left the group Sergey Terentyev, dissatisfied with the fact that "Kipelov" not started recording a new album. Sergey later founded the band "Artery". In his place, he was invited guitarist Andrey Golovanov (ex-"Legion"). Frequently Rusty Holzer has said that publicly.

In early 2004, comes the single "Babylon", recorded More from Terentyev and Mavrin, shoot a video for the song of the same name. In 2004, the group begins to perform some songs from the upcoming album. In the summer, "Kipelovo" hand over the prize MTV Russia as the best rock band of the year. Soon then leaves the group, Sergei Mavrin, decided to return to his group "Mavrik". In May 2004, for a concert tour and recording an album in the group was invited by the famous guitarist of the German group Rage Victor Smolski.