The group's origins can be traced to Torn's ECM Records album Cloud About Mercury (1987), which featured Levin and Bruford (along with Mark Isham playing trumpet). Enjoying the chemistry in their work together, the musicians kept in touch with one another, and formed B.L.U.E. in the late 1990s under Bruford and Levin’s joint leadership. Chris Botti took the trumpeter’s role instead of Isham, who was touring with his own band at the time.
The band blended an unusual combination of elements including jazz, blues, rock and ambient music to create a unique sound. Bruford and Levin had both been longtime members of King Crimson.