Beneath the Shadows is the second studio album by the American hardcore punk band T.S.O.L. (True Sounds of Liberty), released in 1983 through Alternative Tentacles. With the addition of keyboardist Greg Kuehn to the lineup, the band moved away from punk rock in favor of a gothic rock sound in the vein of The Damned and Siouxsie and the Banshees, alienating much of their hardcore audience in the process. Though the album was critically well received and led to the band being featured in director Penelope Spheeris' film Suburbia, it was largely rejected by their fanbase within the punk scene.

By the end of the year founding members Jack Grisham and Todd Barnes had left the group. They were respectively replaced by singer Joe Wood and drummer Mitch Dean, with whom T.S.O.L. would continue further from punk rock, eventually becoming a glam rock outfit. The original four members reacquired rights to the name T.S.O.L. in 1999 and signed to Nitro Records, who re-released Beneath the Shadows and put out the band's two subsequent studio albums.

T.S.O.L. had released their first full-length album, Dance with Me, in 1981 through Frontier Records. Its combination of hardcore punk with horror film- and gothic-inspired subject matter had put the band at the forefront of what was becoming known as "deathrock". Their subsequent EP, 1982's Weathered Statues, was released through Alternative Tentacles, the record label run by Jello Biafra and East Bay Ray of fellow California hardcore band the Dead Kennedys, with whom T.S.O.L. had performed. The experimental nature and melodic leanings of the EP presaged the musical direction the band would pursue on their next album.

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