Epic tracks such as "The Power of I and I","Act of Contrition","What Drives the Weak", Inspiration on Demand", and "The Light That Blinds" reflect an increasing emphasis on technically demanding musicianship or "precision metal".

The increasing influence of the vintage Bay Area thrash sounds of Metallica is also apparent. While reflecting an increasing dominance of death to melodic death and thrash over semi-harcore sounds, the record's stylistic departure from the band's previous releases is not profound. The album was described by guitarist Matthew Bachand as a "slight progression" from the band's previous release

Shadows Fall emerged well-rehearsed from a gruelling touring schedule with Hatebreed, Kittie, Mushroomhead, Children Of Bodom and The Dillinger Escape Plan, as well as and a slot in the 2003's . After a short hiatus, the band embarked upon a writing, demoing and recording process which lasted for 5 months. The album was recorded at in Massachusetts.

The album's working title was "Face Eraser"; a name which remains reflected in the record's cover art work.

The record's title reflects a period of intense introspection by the band's vocalist Brian Fair, during which he faced various "demons" from his past which had been a source of regret.

The song "Inspiration On Demand" was written about Fair's battle to find musical creativity whilst under pressure to achieve commercial success.