Deftones lead singer Chino Moreno told Kerrang! that this song is "a warning against the temptation of women, drugs, alcohol or any other vice. It's quite dark."
Moreno was doing a lot of cocaine during the recording of their 2000 album White Pony (hence the title), and ended up on speed while they were making Saturday Night Wrist. Said Moreno: "I could work insane hours when I was on it. I could be in the studio for days coming up with great ideas, but when I went back to it none of it made any sense."
After a year recording Saturday Night Wrist with producer Bob Ezrin, Chino Moreno got frustrated and left to work on his side project, Team Sleep. "Beware" was the first song the band wrote when he returned. In Ezrin's place, Shaun Lopez picked up production of the album.