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In 2004, producer Sean "Diddy" Combs returned with Making the Band 3, this time searching for the next female super group. With the help of choreographer Laurie Ann Gibson, vocal trainer Doc Holiday and talent manager Johnny Wright, he set out on a multi-city search and chose twenty young singers out of almost 10,000 young women. While seven women remained, Combs became discontent with the level of talent remaining in the competition, and eventually decided not to form a band. He did, however, give a reprieve to three contestants he felt deserved another chance, including then-best friends Aubrey O'Day and Aundrea Fimbres, whose close bond originally formed early in the season. The three contestants became the first to appear in Season 2 of the show.
Afterwards, Combs once again pressed his team to audition new young women for the group. Finally, twenty young women were chosen and moved into a loft in New York City. Viewers had become invested in O'Day and Fimbres's friendship, naming them "the AUs" and "Aubrea" (portmanteux of their first names put together), as they watched the two compete all over again for positions in the group. As the competition's challenges increased, their friendship seemed to become the foundation upon which the group was being built. In addition, O'D ay emerged as the show's breakout star.