Queensrÿche wrote the material for The Warning during their tour in support of the Queensrÿche EP, inspired by world events and the 1949 George Orwell novel Nineteen Eighty-Four. The album was recorded in various recording studios in London with Pink Floyd-producer James Guthrie.
In 2013, lead singer Geoff Tate explained the band’s dissatisfaction with the album’s mix: “The only time I ever experienced [a record label restricting creative freedom] was during the recording of Queensrÿche’s first album, The Warning. We went $300,000 over budget and the label took the record out of our hands and gave it to someone else to mix. … The guy that mixed the album had no clue what Queensrÿche was. He never listened to hard rock music and didn’t take input from anyone in the band. He just mixed it according to how he thought it should sound. No-one in the band could listen to that record. We all hated it.”
The Warning shows the band in an early stage of development, playing straight heavy metal songs unlike later albums in which more experimentation was expressed. It was a moderate commercial success in the United States, although none of the singles charted domestically. However, “Take Hold of the Flame” was an international hit, particularly in Japan.