This is where the good news ends. Following a disappointing run with their debut, The Fourth World, Kara's Flowers were granted their release from the label. Plan A had gone awry, leaving the quartet to consider their future. "We were like, Okay, what do we do now?" recalls Levine. "So we ran away to college to figure it out." Leaving Dusick and Madden behind to study at UCLA, Levine and Carmichael ran smack dab into Plan B in the dorms at the State University of New York.

"The halls would be blasting Gospel music and people would be listening to stuff that we?d never actually listened to, like Biggie Smalls, Missy Elliot and Jay-Z. The Aaliyah record had come out around then, and we were just blown away. When I think of songwriting, I think of The Beatles, Dylan, Simon & Garfunkel, the stuff that I grew up on, but then I was like, 'I want to do this.' Stevie Wonder came into my life at that point," Levine mentions, "and I just found a knack for doing it."

"I started singing differently," he told VH1, "and Jesse started playing keyboards; that's what changed it." When the duo hooked back up with Madden and Dusick in LA they were summarily reinvigorated by adding an R&B, groove-based tint to their explosive rock & roll. With the new musical frame-of-mind came a new name, Maroon 5, and a fifth member: guitarist James Valentine. "James came along right as we were deciding on the name," says Levine. "We clearly weren't Kara's Flowers anymore, with the addition of James and an entirely new approach to music. Also, if you name a band when you're 15, by the time you're 23 you're probably not gonna like it very much."

Fortified with a new attitude, a new sound and a new name, Maroon 5 quickly attracted attention from labels. Octone Records, a new independent label based in New York (Octone is a marketing co-venture partner of J Records/RCA Music Group), signed the group, and in 2001 Maroon 5 entered the studio with producer Matt Wallace (The Replacements, Faith No More, Blues Traveler). "I was all about making a hardcore, straight-up, funk R&B record," Levine remembers. "I have to give the people at Octone credit because they were really trying to push us to do this. Matt Wallace also thought we had so much chemistry as a rock & roll band that it would be a shame to lose that element. We went back and recorded live drums over loops, and wound up making more of a rock record, which I think makes it stand out way better."