Songfacts®:

• In this song, José James is tormented by a breakup. The title never appears in the lyric, but we can infer that his lover left in the middle of the night without warning.
  
  The song lives in that dark place where the thoughts are all scrambled, overwhelmed by emotion. James was doing a lot of soul searching around this time, dealing with a failed marriage.
• James told Songfacts that "While You Were Sleeping" was his proudest accomplishment as a songwriter. "At the time it was definitely my most personal," he said. "Lyrically, harmonically, I love that song and I also produced it."
  
  "It's the best of my talents as a band leader, as a producer, a songwriter and performer, but I think it was a little bit too heavy for people at the time," he added. "They were expecting a party follow-up album and I was not in that space."
• José James was signed to the Blue Note label when he released this song. He got a deal with the label after making some recordings with the esteemed jazz bassist Pino Palladino. James left Blue Note in 2018 when he started the label Rainbow Blonde with his wife, Talia Billig.
• James produces this song with Brian Bender, who also sang backup along with Becca Stevens and Nate Gowtham. The credits are:
  
  Kris Bowers - Fender Rhodes piano, synthesizer
  Brad Allen Williams - guitar
  Solomon Dorsey - bass
  Richard Spaven - drums