The band was formed in 1988 by Gabriel Noguera (Noggy) and Nick Jones when they were both Sixth Form pupils at Bournside School in Chelenham, Glos. They soon recruited Paul Whittington on vocals, Rich Bayes on bass and Simon Young on drums. They quickly built a set of original material with Gabs and Nick writing the majority of the music and lyrics. The culmination of this original work was a large gig at Bournside School where they received a rapturous response from the audience and knew that they had the makings of something special. A video recording of this concert did exist once upon a time but seems to have now been sadly lost.

Once Gabs and Nick had left school there was a change of line up which was inevitable given different career choices etc. At that point Gabs took on the role of lead vocals in addition to his guitar duties and Mark Brown was recruited on bass at the age of just 14. Regular rehearsals took place in the basement at Café Metro in Cheltenham and a manager brought on board.

The band recorded their first demo in the autumn of 1989 at The Outhouse Studios in Aldsworth in the Cotswolds and it was aptly named The Outhouse Demo! It featured three tracks, Families, Missing You and Dreamless Sleep. This demo helped the band secure some high-profile gigs including Cheltenham Town Hall where they played to over 500 people and it was an amazing experience for such a young band.

In 1990 Simon Young departed the band and was replaced by local drummer Chris Stagg who had been playing with another successful local band called Krysis. The band continued writing all of their own material which was always really well received by fans and went on to sell out large local venue The Shaftesbury Hall with a self promoted gig that attracted over 450 fans.

In 1991 the drum seat was taken by Jez Kirkwood and the band opted to add a dedicated lead vocalist again and so Matt Appleton joined the ranks. More songs were written and added to the set and another sold out gig at Shaftesbury Hall in May of that year. A second demo was recorded at Drive Studios in Swindon featuring Live Suicide, I Realise, Sun In Your Eyes and Smokey Joes. Another recording was also made in Birmingham at Kendrick Studios which included the track Fragile which had always been a crowd favourite but never recorded until that time. The Drive demo sold well and the owners of Smokey Joes café banned all members of the group from entering or being served. The track had been written as a protest to how they made people buy a new drink every hour, it seemed a big deal in 1991!

A video was made of the band playing in April of that year at Cheltenham at Hillview Community Centre and this would be the last time that Dreamless Sleep was recorded in that popular line up.

Nick Jones left the band in the Summer of 1991 and the band tried to carry on without keys but the sound was never the same again. Nick went on to write and record his own music and Mark, Gabs and Jez went on to form Between Worlds with Aaron Janes on vocals but the Dreamless Sleep days were sadly over.