NUMBERS was formed in 1978 by Doug Bell (lead guitar), Michael Macrides (drums), Don Hill (bass, vocals), David Lavalley (rhythm guitar, vocals) and Yale Beebee (keyboards). Based in Natick, MA, Numbers performed at Boston area clubs including The Channel, Kenmore Club, Spit, Oxford Ale House in Harvard Square and many others. They appeared regularly at Timothy's Too and the Red Barn, Route 9 nightclubs in Framingham and Westboro, MA.

In spite of a common respect for The Beatles, the band's members were driven in different musical directions by commercial pop, new wave, R&B and late Seventies progressive rock influences.

Following four years of shows climaxed by a two-week engagement in downtown Bermuda, Numbers returned to Timothy's Too for their final concert on October 31, 1981.