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TLC were one of the first R&B; stars of the 1990s. Formed in Atlanta in 1991, TLC (an acronym for "tender loving care"") consisted of Tionne Watkins, Left Eye Lopes and Chilli. With manager Pebbles, TLC debuted with Ooooooohhh.... On the TLC Tip in 1992. The album was a moderate success, aided by the popular singles "Ain't 2 Proud 2 Beg", "What About Your Friends," "Hat 2 Da Back," and "Baby, Baby, Baby". Before releasing their follow-up in 1994, Lopes set her boyfriend, Andre Rison's, house on fire during an alcoholic rage. After rehab and on probation, Lopes participated in the recording of CrazySexyCool, the group's breakthrough release. Along with the huge singles "Red Light Special", "Waterfalls", "Creep" and "Diggin' on You", the album was a mainstream hit, selling over eleven million copies in the US.

In spite of the lucrative financial success of CrazySexyCool, TLC filed for bankruptcy in 1995. Label and producer trouble, and health problems (including Watkins' struggle with sickle cell anemia) delayed the release of the follow-up, FanMail finally came out in 1999. It was a smash success, thanks to the two enormous American number one hits, "No Scrubs" and "Unpretty". "Silly Ho" was also a moderately big hit, even without a music video. The album's fourth single, "Dear Lie," was far less successful. The album also garnered the group unprecedented (for them) critical acclaim. Once again at the top of the charts, Lopes and the others starting publicly fueding as Lopes' bizarre behavior made her a tabloid favorite. She disappeared for an entire week, married Mack 10, a rapper, was later rumored to be with Rison again. Watkins' health problems also contributed to a drought in new TLC material, though Lopes had begun a solo career. In 2002, Lopes died in a traffic accident in Honduras. The remainder of the group announced that they would finish the album already begun with Lopes.

That album, called 3-D was released in late 2002, along with its first single, "Girl Talk". The "Girl Talk" video paid tribute to Lopes; however, the song was only a minor success. The follow-up, "Heads Up," flopped, despite a very futuristic-looking music video. The album's third single, "Damaged," fared much better and as of April 2003 was rising the charts.

In June 2003, at Zootopia, an annual concert hosted by New York radio station Z100 held at Giants Stadium, TLC appeared in what was announced to be their last performance. The group, introduced by Britney Spears and Carson Daly, showed a video montage dedicated to Lopes, and went on to perform songs against video footage of Lopes performing the same songs, and wearing the same outfits, that were appearing onstage.

On June 25 2004, TLC announced that they would participate in a reality television show with Fox, that would outline their search for a new member of the group.