Boyz II Men were formed in 1988 at Philadelphia's High School of the Creative and Performing Arts. Founding members Nathan Morris and Marc Nelson had been singing together for several years, but had trouble keeping a group together simply due to members graduating. Things finally stabilized when they hooked up with Wanya Morris, Shawn Stockman, and bass vocalist Michael McCary; calling themselves Unique Attraction, the quintet performed a well-received Valentine's Day show for their school, and developed a repertoire that leaned heavily on New Edition songs (one of which, "Boys to Men," gave them their name). Their big break came in 1989, when they snuck backstage at a Bell Biv DeVoe concert and wowed group member Michael Bivins (also formerly of New Edition, and a budding music entrepreneur) with an a cappella version of New Edition's "Can You Stand the Rain." Bivins offered them a deal right there, but Nelson would not stick around to be part of it; personality conflicts led to his departure soon after. Down to a quartet, Boyz II Men entered the studio to record their debut album, Cooleyhighharmony, for the legendary Motown Records. Cooleyhighharmony was a major success for the group, Bivins, and Motown. It eventually sold over nine million copies, "Motownphilly" and "It's So Hard to Say Goodbye to Yesterday" were #1 R&B hits and top five U.S. pop hits, the album won the 1992 Grammy Award for Best R&B Performance by a Duo or Group with Vocals, and Boyz II Men joined Hammer’s high-profile 2 Legit 2 Quit tour as an opening act. While traveling the country, their tour manager Khalil Roundtree was murdered, and the group's future performances of "It's So Hard to Say Goodbye to Yesterday" were dedicated to him. 1994 saw the release of Boyz II Men's second album, II Most of the tracks on II were written and produced by Babyface and the successful team of Jimmy Jam & Terry Lewis; Michael Bivins distanced himself from Boyz II Men to focus on developing new acts. Several of II's tracks became major hit singles, among them Jam & Lewis's "On Bended Knee", and Babyface's "I'll Make Love to You" and "Water Runs Dry". "Thank You" and the hip hop soul track "Vibin'" both missed the U.S. Top 20; but "Water Runs Dry" became #2, and "I'll Make Love to You and "On Bended Knee" became #1 hits."I'll Make Love to You" broke "End of the Road's" 13-week record at #1, by spending 14 weeks at the top of the chart (a feat equaled earlier that year by Whitney Houston’s cover of "I Will Always Love You"). "On Bended Knee" replaced "I'll Make Love to you" at #1, making Boyz II Men the third act to replace themselves at #1, after Elvis and The Beatles. Meanwhile, II sold more than 12 million copies in the United States alone, becoming one of the best-selling albums ever released by an R&B group act.