Don't Look Down was originally scheduled to be released in the fall of 2011, under the name Invinsible. The album's title was a portmanteau of "invisible" and "invincible", an idea that was given to her by Marilyn Manson. Grey has said that the album is to be a complete departure from any of her previous work, stating in interviews with Los Angeles Times Magazine and Rap-Up that the album's sound is "...commercial, yet avant-garde...", with "...cinematic beats and atmospheric hooks...", and "...sonically I can tell you that every song sounds different and it's really diverse, kind of going from cinematic to fun to dark. Alex and I really push each other creatively...". Most of the album was produced by Alex da Kid, and is set to might feature a guest appearance from Marilyn Manson. 　　In an interview with Rolling Stone during October 2012, Grey announced that Eminem is set to be the executive producer of the album. Skylar Grey and Eminem have previously collaborated on songs such as "I Need a Doctor", "Our House" and "C'mon Let Me Ride". She also said she has been working with producer J. R. Rotem.