When ABC renewed The Outer Limits for a second season, Daystar Productions completely reworked the staff of the show including the composer. These changes resulted from a rift between ABC and Daystar: with an inability to agree on the show's direction and a plan for a newly-reduced budget, much of the production team changed hands and were ultimately fired. The company hired Harry Lubin to compose the scores for the second season of the series. However, the show would only last a half season with a total of 13 episodes, ten of them using original scores by Lubin, who had previously composed the music for two television shows, The Loretta Young Show and Alcoa Presents: One Step Beyond. Since he had previously composed music for ABC shows, including one that featured supernatural tales and was otherwise unengaged in any other work at the moment, he was an ideal person to ask.

Throughout the second season of The Outer Limits, the budget kept dropping, necessitating the cutting of corners wherever possible, including the music. Without the producer as composer as was the case in the first season with Frontiere, it was virtually impossible to have all the forces that the composer desired for recording. As a result, Lubin reused much of his music from One Step Beyond in The Outer Limits. Lubin's scores, as compared to Frontiere's, sound more tonal, “centering around definite harmonic ‘poles,’ often using consonant chords with a dissonant note or pattern played around them, or a single accompaniment to the orchestra is set up, then a slow-moving, spooky-sounding theme is added or played solo.” As such, this creates an isolated, haunting soundscape. This soundscape creates the newly sought after aesthetic of the second season. Unlike the scores for the first season in which the stock cues were highly varied, the cues for the second season were reused multiple times, giving many of the episode scores the same sound as each other, that which Schow describes as a brittle set of stock cues. These cues were both composed and handpicked from Lubin's own previously composed music, as shown by his listing on each of the cue sheets as musical director.