The album was conceived as a conscious attempt to recapture some of the atmospheric experiments Young and Crazy Horse played around with in the After the Gold Rush era. Though the majority of the album was recorded before the fact, Young created the title track after the death of Kurt Cobain, who quoted him in his suicide note. As a result, Sleeps With Angels ended up more than reminiscent of Tonight's the Night; the album is practically a (more sober) 1990s update of the former record, down to the use of the old-school black Reprise label found on original vinyl pressings of Tonight's the Night and the CD version of Sleeps With Angels. The tone of the album is dark and brooding, the one exception being the punk-influenced "Piece Of Crap". Two songs ("Western Hero" and "Train Of Love") feature the same music with differing lyrics. Sleeps With Angels is the only Neil Young album on which he plays the flute.