Recorded by Carl Plaster, with whom Come had worked in their previous album, and Mike McMackin, who had previously worked with Brokaw's former band Codeine, at Easley Studios in Memphis, Tennessee, Baby Monster in New York City, and The Outpost in Stoughton, Massachusetts, between February and March 1994, Don't Ask, Don't Tell is Come's second album.

It was mixed Plaster and Bryce Goggin between May and June 1994 at RPM Studios, in New York, and released in October 1994.

Spin magazine's review of Don't Ask, Don't Tell stated that "[t]hese punky peaks, R&B valleys, and mysterioso detours into 'Hernando's Hideaway' chordings merely map the route of some of the most symbiotic, emotionally affecting guitar pas de deux in recent memory.

[9] In its review of the album, Musician magazine described Come as "a revelation",[10] going on to state that the guitars of Chris Brokaw and Thalia Zedek "intertwine portentous conversations like birds on barbed wire.

"[10] Melody Maker's review of the album characterized it as "one of the chilliest records you’ll ever hear"[11] and praised the band's music, describing it as "two guitars twining and lacerating, drums and bass that make up a double bed of nails,"[11] whilst Neil Strauss, writing for The New York Times described it as "devastating, with slow, burning songs that shudder and wince beneath Ms. Zedek's pained growl.