Along with "Suffer the Children", "Pale Shelter" was one of two demo songs that landed Tears for Fears their first record deal with Phonogram in 1981. The song began life as a sequence of two chords that Orzabal had been repeatedly playing on acoustic guitar for weeks. The rest of the music and lyrics were eventually written in a single morning. The original demo of the song was recorded at musician Ian Stanley's home studio in Bath, after a chance meeting led to a working relationship with the duo.