Sleep, What's That? is the debut EP by the Berkeley, California-based punk rock band Crimpshrine. It was released on January 30, 1988 through Lookout Records on 7-inch vinyl with the catalog number LK 004. After the EP went out of print in 1992, all of the tracks were added to the compilation album The Sound of a New World Being Born in 1998, which is also currently not in print. It is often considered a classic Lookout Records release and as Crimpshrine's strongest recording.

The group originally formed in 1982 under the name S.A.G. and featured future Operation Ivy frontman Jesse Michaels as the vocalist, Aaron Elliot on guitar and Jeff Ott playing drums. According to Elliot, there was a "serious lack of equipment" as they only had one drum and 3 strings on the guitar. Once Michaels left the band in 1984, they changed their name to Crimpshrine and went through several different line-ups, which had Ott playing synthesizer and piano at various points. Pete Rypins finally joined in 1986 as the group's permanent bassist and, after recording their first demo in early 1987, were approached by David Hayes to record tracks for the upcoming Maximumrocknroll compilation Turn It Around! in August. Shortly after recording the tracks for the compilation, the group went to Dangerous Rhythm in Oakland, California to record tracks for what would become the Sleep, What's That? EP with producer and engineer Kevin Army.

"In My Mind" was written by Ott about subconscious racism, with him stating that people "must all strive to recognize and remove these small but very ingrained pieces of intolerance from ourselves" in the liner notes. The inspiration for the song came when Ott was on a bus and came across an African-American man lying in the aisle unresponsive after he repeatedly attempted to talk to him. Finding that the man had no pulse, Ott asked the driver call an ambulance, to which he reportedly replied "Oh, he's just some black wino who's passed out." After Ott told him to call an ambulance again, he finally did and one showed up soon enough to save the man.

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