Cease To Breathe began in early 2004, as a separate entity from Fall of Empyrean. Guitarist Justin Burning wanted to express himself in a more dark and extreme manner, since Fall of Empyrean tended to be more melodic and somewhat uplifting. He took the more listless and depressing moments from Fall of Empyrean's epic dirges and honed them into a suffocating experience in depression. Justin spent most of the year 2004 composing music for Cease To Breathe's first release, also recruiting Fall of Empyrean vocalist, Richard Medina, to add his growls to the mix.