A trippy, dark rendition that stays true to Sky Ferreira's musical impulses, "Downhill Lullaby" portrays Cassie beginning to lose grasp of control, as Ryan sees her leave the club with her latest victim. Dolled up and acting drunk per usual, she gets the attention of yet another man, stumbling out in his arms to teach him a lesson – only problem is, Ryan bumps into her head-on, and she can't explain what's actually happening. Lyrics of this moody, dream-like track include: "You leave me open when you hit me/ No one can hear me, then you hurt me/ Just say that you're not going down there too/ I can see that you want me going downhill too/ Going downhill into a lullaby" and later feature lines like "the gag and the bind, the perfecting of the ruse." There is a clear sense of violence in these lyrics, and this is one of the first songs that directly points to the nature of sexual violence and rape and the vile severity of the topic at hand.