Arnold Bax's Into the Twilight began as life as a sketch for an orchestral interlude in Bax's projected opera, Déirdre, based on the life of the tragic Irish heroine. Bax had completed the play in 1907, subtitling it, "Sage-drama in five scenes and a Prologue." Apparently, Into the Twilight was to be the overture to the operatic setting of the play, because at the end of the short score of Into the Twilight we find the inscription, "curtain rises." Also, Into the Twilight shares a theme with a sketch for another part of the projected opera, a theme some scholars have suggested represents the heroine.

Bax later partnered Into the Twilight with Roscatha, completed in 1910, another orchestral piece intended for the abandoned opera, and In the Faery Hills, of 1909, a tone poem with no connection to Déirdre. These were assembled under the title, Eire: Three Tone Poems. The score of first of the three, Prologue: Into the Twilight, is prefaced by W.B. Yeats' poem, Into the Twilight. Here we find Bax's alternation between the large symphonic style prevalent in contemporary trends in Russian and Scandinavian music, and a more detailed, chamber-music style similar to that of Mahler.

Only the opening measures of Into the Twilight were new in 1908; much of the rest of the tone poem is a re-composition of one of Bax's works from his student years, Cathaleen-ni-Hoolihan, written in 1903 - 1905. Beginning with the clarinets, Bax establishes an exotic, ominous atmosphere with a melody built around the melodic minor scale. The sound becomes even darker when the bass clarinet enters, before a general dynamic swell introducing the strings, which perform the same melody but now punctuated by the brass. After the transition to a new, major-mode melody, the orchestration becomes somewhat Straussian, with lines passing between instruments. An abrupt, Mahlerian shift in harmony and texture marks an entirely new, atmospheric central section with a folk song-like melody. Here, the orchestration takes on a lighter character as a celesta interrupts the proceedings to introduce an extended flute solo. A solo violin takes over the flute's theme in this development section, in which the texture becomes progressively thinner, until only the harp and a few wind instruments accompany the violin. Bax, however, brings back the full orchestra with the recapitulation of the major-mode and folk song melodies, culminating in sweeping gestures and broad washes of sound. Strikingly, the piece closes quietly, with muted brass presenting a pensive version of the first theme.

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