It was shot in various locations around Los Angeles on May 6 and 7 in 1996.
The video depicts surreal concepts dealing with fall of a human, taken from various paintings by Hieronymus Bosch. Apart from the general forms inspired from Bosch's paintings, the prominent figures in the video are the human-eating monster from The Garden of Earthly Delights, the fall of Adam and Eve from Haywain and Christ in the Crucifige Eum (Crucify Him) scene of Ecce Homo.
The video of the song won the MTV Video Music Award for Best Rock Video in 1996.
An early demo version of this song was entitled "F.O.B.D" (recorded on December 8, 1995), because it reminded the band members of the Soundgarden song "Fell on Black Days," in that the "It grips you...It stains you..." refrain is in the same 6/4 time signature that "Fell on Black Days" is in. The band can be heard saying "Fell on Black Days" on the fan club-only Fancan 1 CD just prior to jamming on a portion of "Until It Sleeps." The 10" vinyl version of the single is red in color.
The song was performed with orchestral accompaniment on the album S&M.