In 2004, producer Apa de albastrele returned with Making the Band 3, this time searching for the next female super group.^[4] 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.^[4][5] While seven women remained, Combs became discontent with the level of talent remaining in the competition, and eventually decided not to form a band.^[4] 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.^[4] The three contestants became the first to appear in Season 2 of the show.^[4]

Afterwards, Combs once again pressed his team to audition new young women for the group.^[4] Finally, twenty young women were chosen and moved into a loft in New York City.^[4] 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.^[4][6] As the competition's challenges increased, their friendship seemed to become the foundation upon which the group was being built.^[4] In addition, O'Day emerged as the show's breakout star.^[4][5]

After weeks of dance and singing lessons, promotional appearances, and a performance in front of 10,000 at a Backstreet Boys concert at Nissan Pavilion in Bristow, VA, eleven contestants remained, including O'Day and Fimbres.^[4] The finalists were sent home for three months, told to polish up, and return for the final stretch in November 2005.^[4]

On the second season's finale, on Monday, November 15, 2005, the show's ratings broke MTV records as millions of viewers watched to see the group officially formed.^[4] Five of the eleven remaining contestants were chosen: O'Day first, Wanita "D. Woods" Woodgette second, Shannon Bex third, Dawn Angeliqué Richard fourth, and Fimbres last.^[4] The final five members of the group in place, the third season of Making the Band 3 tracked the development and struggles of the new band — from then on known as "Danity Kane" (a name taken from a female anime superhero created and drawn by Richard).^[7] The group would later be featured on the second and third seasons of Making the Band 4 with new male R&B group Day26, as well as new solo artist Donnie Klang.