This album is of a similar musical style to Roman Candle in its minimalist, acoustic folk sound. Elliott Smith mostly appears alone on his acoustic guitar, although he is occasionally backed up by the odd musical instrument, such as a harmonica and drums. Rolling Stone wrote of the album, "the music burrows, digging up gems of structure, melody and lyrical vividness that belie his naïve delivery... the sound is hummable pop, slowed and drugged, with tricky but unshowy guitar work driving the melodies forward". The album's lyrics contain many references to drug use, which Smith claimed were merely metaphorical. The album cover depicts two figures falling or jumping from a building. It is a xeroxed copy of a photograph taken by J.J. Gonson of a 1992 art installation at the former Museum of Modern Art at 17 Husova Street in Old Town, Prague. Gonson also photographed the cover for Roman Candle. The lyrics also contain references to Portland's neighborhood Foster-Powell and Alphabet Historic District, St. Ides malt liquor and the borough of Queens in New York City. The song "Clementine" is a reworking of the 19th century American western folk ballad "Oh My Darling, Clementine", which Smith would reference again in a later song, "Sweet Adeline", released in 1998 on XO. The song "Christian Brothers" was also performed with Heatmiser in a full-band arrangement, recorded around the same time as the version featured on Elliott Smith; Heatmiser's version was released on the soundtrack of Heaven Adores You, a 2014 documentary about Smith's life and music. Thematically, Smith said that he "personally can't get more dark" than his self-titled album.