Avatars of the British twee-pop movement, Talulah Gosh formed in late 1985 when economics student Amelia Fletcher and struggling artist Elizabeth Price met at an Oxford area club; both were wearing Pastels badges, and their common love for indie rock prompted them to immediately found their own group. Originally intending to form a post-punk variation on 1960s-era girl groups, neither of the aspiring vocalists had the time or energy to find compatible female musicians, so they instead recruited Fletcher's 15-year-old brother Mathew on drums, her record-store clerk boyfriend Peter Momtchiloff on guitar, and Chris Scott on bass; Rob Pursey, who rounded out the initial Talulah Gosh roster, exited after only three shows.

The band bowed in March 1986, opening for the Razorcuts; their introductory song was "Pastels Badge," a celebration of their origins. Soon Talulah Gosh made their recording debut with "I Told You So," one side of a split flexi-disc with the Razorcuts issued on the tiny Sha-La-La label (whose owner, Matt Haynes, went on to co-found the highly influential Sarah Records imprint). A session for the BBC Radio One's Janice Long show followed before they signed to the Edinburgh label 53rd and 3rd, releasing their debut EP Steaming Train in 1987; the group's jangly, winsome songs and cotton-candy vocals won them a fervent cult following, and placed Talulah Gosh at the forefront of what the U.K. press dubbed the "shambling" scene.

Prior to the release of Steaming Train, Price left the band, having grown tired of their haphazard, out-of-tune live shows guitars broke, amplifiers shorted out and cymbals crashed over, forcing the group to attempt to repair their instruments between songs. With Eithne Farry sharing vocal duties, Talulah Gosh returned to the studio in 1987 to record their second EP, Where's the Cougar Matey; a single, "Testcard Girl," followed, but after a final John Peel session, the group splintered in February 1988 to allow its members to continue their university careers. The Fletcher siblings and Momtchiloff later reunited in Heavenly, which also featured original Gosh bassist Rob Pursey. ~ Jason Ankeny, All Music Guide