Much of the material for "Awake" was written in writing sessions between February and April 1994, during which Dream Theater were under pressure from their record label to produce an album as successful as "Images and Words" (1992) with a single similar to "Pull Me Under". The label wanted the band to produce a more metal-oriented album, hoping it would be easier to market. John Purdell and Duane Baron produced, engineered and mixed the album. The album's cover, designed by the band, features numerous references to the album's lyrics.