Six months after his departure from Fleetwood Mac, Buckingham began work on Out of the Cradle in his home studio.^[10][11] Richard Dashut, who worked with Buckingham on many Fleetwood Mac albums, helped co-produce and co-write much of the material on Out of the Cradle.^[12] Recording sessions took place in Los Angeles at Buckingham's home studio, where he worked on the album for 10 to 11 hours a day, sometimes in the company of Dashut.^[11] Dashut served as a "sounding board" for Buckingham during the making of Out of the Cradle and offered input on how to approach some of the songs. Buckingham added that Dashut was "great with broad strokes and seeing the big picture. I tend to get lost in small details, so it's good to have him around."^[13]

When making Out of the Cradle, Buckingham decided to pivot away from synthesizers in favor of guitars and stated that he wanted the album to challenge listeners while still remaining accessible.^[14] Buckingham specifically gravitated towards acoustic guitars for Out of the Cradle, particularly nylon-string guitars as a means of making some of his denser compositions sound lighter, although he did utilize electric guitars when the song required it. All of the instruments were recorded in mono as opposed to stereo and the guitars were recorded directly into the mixing console. Gated sounds and other effects were generally avoided during the recording process, although Buckingham did double and triple some parts to achieve a "squashed" sound.^[13]

One song, "Street of Dreams", had elements that date back to the mid-eighties. The middle section was written around 1985 and the verses were completed six years later. Buckingham said that other songs such as "Soul Drifter" took far less time to write, and noted that the song "was kind of blocked out and completed, words wise, before ever committing it to tape. It was done with a Tin-Pan Alley sensibility in mind".^[15] Some of the rhythm tracks on the album were programmed on a drum machine, which Buckingham "tried to keep as human and sloppy as possible."^[14]

Out of the Cradle contains multiple instrumental introductions to songs and two covers: "All My Sorrows" and "This Nearly Was Mine", the latter of which was a personal favorite of Buckingham's father. Buckingham took some liberties with "All My Sorrows" by changing the chords and the melody, although the lyrics were retained.^[15] On "You Do Or You Don't", an original composition, Buckingham quoted a melodic line from "Theme From A Summer Place" as it matched the emotional tone that he envisioned.^[14]

Buckingham said that the album title, which refers to Walt Whitman's 1874 poem "Out of the Cradle Endlessly Rocking", relates both to his departure from Fleetwood Mac and "the child still rocking around inside of us after we become adults". For some of the lyrics, Buckingham took inspiration from Whitman's poems and the literary work of Dylan Thomas.^[16]

The album's woodcuts were done by musician Walter Egan and gifted to Buckingham as a Christmas present prior to the assembling of the album's packaging.^[17] Some of Buckingham's family photos were also included in the liner notes.^[14] Four promotional music videos were shot for Out of the Cradle: "Wrong", "Countdown", "Soul Drifter", and "Don't Look Down". As of 2019, Lindsey Buckingham has released all four of these videos to his official YouTube Channel.^{[18][19][20][21]}

The Los Angeles Times wrote that "it’s impossible to miss the meaning of Out of the Cradle: the primacy of the guitar as an expressive instrument."^[4] The Rolling Stone Album Guide said that "one catchy song after song, the sonic details flesh out the deceptively simple melodies."^[6] The Washington Post declared: "The album's stories are told with music, and only Brian Wilson, Stevie Wonder, Paul McCartney and a handful of others have made rock-and-roll as rich and powerful as this."^[10] Of "Say We'll Meet Again", Magnet wrote that "Buckingham’s Beach Boys/Les Paul & Mary Ford fascination manifests itself on this spare and breezy ballad, which closes Out Of The Cradle in most gentle fashion."^[22] AllMusic wrote that along with Michael Nesmith's Tropical Campfires, Out of the Cradle "may be one of the finest and most underrated albums of the 1990s."^[23]

All tracks written by Lindsey Buckingham and Richard Dashut except where noted.

Main Performer

• Lindsey Buckingham – vocals, guitars, keyboards, synthesizers, bass, drums, percussion, drum and percussion programming

Additional personnel

• Mitchell Froom – organ (14)
• Larry Klein – bass (3, 4, 8, 12)
• Buell Neidlinger – bass (5, 10)
• Alex Acuña – percussion (2, 4, 5, 9, 12)

Production

• Lindsey Buckingham – producer, recording, Polaroid art
• Richard Dashut – producer, recording, Polaroid art
• Greg Droman – recording
• Kevin Killen – recording
• Eric Rudd – recording assistant
• Chris Lord-Alge – mixing
• Lori Fumar – mix assistant
• Talley Sherwood – mix assistant
• Bob Ludwig – mastering
• Masterdisk (New York City, New York) – mastering location
• Andy Engel – package design
• Greg Gorman – photography
• Ron Slenzak – photography
• Guzman – photography
• Walter Egan – woodcuts
• Michael Brokaw Management – management