Pro-Pain Pro Wrestling was founded in 2002 and tried to fill the void created by the demise of ECW. Initially, 3PW relied heavily on star power and big names to draw crowd, but later tried to keep momentum going with wild brawls and old school-style matches. A dispute between the owners Jasmin St. Claire and Brian "The Blue Meanie" Heffron and money problems in 2005 meant the end of the promotion.
Their events were held in Philadelphia, Pennsylvania at the former ECW Arena until XPW signed an exclusive lease. Events were then held at The Electric Factory until the ECW Arena (later renamed to New Alhambra Sports & Entertainment Center).