The history of Smile can be traced back to Hampton Grammar School, in Hampton, Middlesex, England in the late 1950's. It was here where classmates Brian Harold May and Dave Dilloway first met.

Brian had been playing music for quite some time, having taken piano lessons from the age of five. He received his first stringed instrument - a ukulele - at the age of six. A year later, he received his first acoustic guitar as a gift for his seventh birthday.

Dave Dilloway eventually asked Brian to teach him how to play the guitar and the two were often found in various locations learning and teaching and playing music together. It was not long after that the two Hampton schoolmates were making music together.

The acoustic guitar soon became too limiting for Brian's musical ambitions. Beginning in August 1963, Brian and his father Harold spent eighteen months building their ideal electric guitar from various odds and ends including a Mahogany fireplace mantel for the neck, and an oak table insert for the body. Other odd items including motorcycle valve springs and mother-of-pearl buttons were used in the guitar's construction. The end result was an instrument that would be christened the Red Special.

In 1964, a classmate named Bill Richards asked Brian and Dave to help out on a demo tape that he was making called 'The Left Handed Marriage'. Soon they were recording in Abbey Road studios in North London.