When You Sleep

Shields wrote this track, and it was the first song released from Loveless, as a promotional single. He told Select that the drums were recorded in September 1989, the guitar in December and the bass in April 1990, after which very little happened for about a year. The melody line and the vocals came in 1991. For all that time it had no words and no title and was known as Song 12.

The vocal sounds like Shields and Butcher singing together, but Shields said it was only him, slowed down and sped up at the same time. He had sung the part 12 or 13 times, grew bored of choosing the right take, and played them all together. Alexis Petridis of The Guardian ranked it sixth in his 2023 list of the band's songs and heard "a stoned, uncertain kind of euphoria" in its melody and smeared vocals. Gio Santiago of Pitchfork included it in a list of the best songs of the 1990s.