Created in late 1984, NIGHTFLY was a band headed up by drummer Zak Starkey, son of RINGO STARR and latter day member of THE WHO and OASIS, BAD COMPANY bassist Boz Burrell and former WHITESNAKE guitar player Micky Moody. Mike Simmonds, of DIESEL, handled keyboards whilst Spencer James was delegated lead vocals. Prior to this formation, Starkey's early bands included THE NEXT, formed in 1978, and MONOPACIFIC, which folded in 1983.

NIGHTFLY, originally titled HEYDAY and managed by the Colin Johnson and Bob Young team of STATUS QUO repute, undertook UK club gigs during February 1985. NIGHTFLY demos were produced by THE WHO's John Entwistle. That same year Starkey sessioned on ROGER DALTREY's album 'Under A Raging Moon'. The following year he worked with John Entwistle's solo band THE ROCK and sessioned for Lawrence Archer's L.A. project album.