Paul Alfery hails from Southern California. Inspired by his idols he took to guitar as a teenager. As Paul's skills progressed he began writing and later formed his own original band. His met Steve while working to reform and replace members of his original band "Suite 17". After the band rounded out it's member roster, they later became Inside Out. Several years later while seeking a new bass player Billy joined, forming the alliance that years later became Guilty Pleasure. Paul is heavily influenced by Michael Schenker, The Scorpions and U.F.O.  

Born and raised in the Los Angeles area Billy started playing guitar at age 9, switching to bass at age 19. After a series of bands Billy found a limited notoriety as a founding member and co-writer of De Allen. After De Allen met it's demise as a live band Billy was invited to join Inside Out with Paul and Steve, where he remained until 1997. Billy list heavy, straight ahead bass players such as Jimmy Bain, Roger Glover, Geezer Butler and Bob Daisley amongst those that influenced his playing style.

Born in Reading, PA Steve started singing in the Indiana church where he grew up. Unfortunately this was quite distracting to the minister during his sermons so he was asked to leave! (pause for laugh track). Steve later took vocal lessons while touring the Detroit club scene later making the "Trek" to LA, boldly going where billions had gone before!!! Steve met up with Paul in the late-eighties joining his band where Billy was to join a few years later. Steve credited various 60's artist such as The Beatles, The Monkees and The Beach Boys as major influences to his vocal and writing style.