Beware of Darkness was Spock's Beard's first album to be written as a group;
The Light, its predecessor, featured mostly songs written by vocalist, keyboardist and guitarist Neal Morse while he was still putting the band together. In preparation for gigs, Morse realized he wouldn't be able to play all keyboard parts alone, so
Ryo Okumoto was invited to join the band. The band had signed with
Inside Out Music and had a recording budget for the first time; this prompted them to approach
Kevin Gilbert to have him mix some of the songs. Because he was too expensive for them at that time, he only mixed three tracks: "Thoughts", "Walking on the Wind" and "Time Has Come". Morse was about to meet him to remix some songs by the time he was found dead. The album is named after
the George Harrison song, a cover of which also appears as the record's opener. However, Morse explains he actually based his rendition on
Leon Russell's cover, and not the original version. ==Track listing==