After releasing their previous album Frigid Stars LP in 1990, the group accepted an invitation from the quartet Bastro to tour in Europe in 1991.

The band toured North America to promote the release which included an opening spot for Mazzy Star and their first shows in Canada.

The album received praise from the Alternative Press and Melody Maker on its initial release, with the latter calling the work "25 minutes of snowblind glory".

Following the well received release of Frigid Stars LP (1990), Codeine accepted an invitation from David Grubbs and John McEntire to open for their group Bastro on their European tour in 1991.

[2][3] To prepare for the tour, Codeine and Bastro met in a studio to record the song "Produkt" and "A l'Ombre de Nous" as a seven-inch single for the label Glitterhouse.

[3] The group entered James Kavoussi's Toxic Shock Studios on Broadway in New York with Frigid Stars LP producer Mike McMackin to record early versions of "Realize", "Jr", and a cover of the MX-80 song "Promise of Love".

[5] At the studio, the group attempted to record versions of "Realize", "Jr", "Tom", "Wird" "Smoking Room", "Barely Real", "Something New" and "Sea" within a month's time.

[5] Immerwahr was not content with the tracks, noting several issues such as his own vocals, his desire to record music with even slower tempos, and the presence of high pitched noises in the songs that no one else could hear.

[6] Jon Fine of the band Bitch Magnet added guitar to "Jr" while Mike McMackin began to EQ the tracks from Toxic Shock, Night Owl, and the Boston studio.

[6] Engle took longer than he expected to replace Brokaw as after placing a classified ad, he ended up "flooded with calls" and that "Half of them hadn't heard Codeine.

proposed that the group's music "didn't change much during their five years together ― all the songs are relentlessly slow and possess an emotional detachment verging on apathy.

"[11] In a contemporary review, Ned Raggett of AllMusic stated this style is exemplified on songs like "Realize", which continued the hybrid of a deliberate pace with electric guitar playing with softly sung vocals.

[12] Other songs that veried the sound included the piano-based track "W." performed by David Grubbs and quick stuttering guitar riff on "Jr".

"[7] Reviewing one of their 1993 shows, Mark Jenkins of The Washington Post stating that Codeine "pursues the intoxicating dislocation offered by slow-mo cinematography" and that the drumming of Doug Scharin "rattled rib cages throughout the club".

The b-side "Broken-hearted Wine" was described as a song that "coolly walks a delicate line between delibitating sadness and cartoon regret.

"[24] From retrospective reviews, The Virgin Encyclopedia of Nineties Music commented that Barely Real was "on first hearing, slightly soporific and listless, but it rewards repeated listening with its depth and emotional texture.

"[25] Ned Raggett (AllMusic) gave the album a rating of four and a half stars out of five, explaining that "Those put off by earlier Codeine CDs won't want to continue; those taken by the band's way of doing things will happily embrace it.