[2]: 230  Elverum began the Microphones initially as a solo project, releasing cassette tapes of tests and experiments.

Elverum stated he recorded the album "living nocturnally ... [d]rinking pots of black tea all night" to stay up.

[3] "What might first have appeared scattered or sloppy in execution eventually revealed an artist developing a tone that embraced the juxtaposition of harmony and dissonance".

[7] Nitsuh Abebe of AllMusic wrote, "Don't Wake Me Up moves between gritty lo-fi rock and droning, spacy constructions; a delicate pop melodicism lies beneath the surface noise of both".

[5] According to AsleepInTheBack of Sputnikmusic, the album's lyrics portray "various universal human experiences", told mostly using metaphors and quasi-stories.

"[8] The opener, "Ocean 1, 2, 3", begins with a field recording of waves, which are replaced by vocal harmonies and crescendo of bass and keyboards.

[6] According to Love Rock Revolution by Mark Baumgarten, the release of the album "set a new precedent for [‍K Records‍]" since Elverum's production was perceived as high-quality despite the studio's recording limitations.

[5] Abebe compared the album's sound to Stereolab's Transient Random-Noise Bursts with Announcements and Grandaddy's early music, and Elverum's vocals to His Name Is Alive.

[7] Schreiber also praised the album's cohesiveness: "its 15 tracks blend seamlessly together, creating a whole vision instead of just compiling a handful of pop songs".