“In Lieu of Failure” was intentionally written as if it were a song from the mid-1990’s in order to fit the narrative at this point in the story of ATUM. Billy Corgan likened it to a B-side from The Smashing Pumpkins' 1995 album Melon Collie and the Infinite Sadness. The track premiered on the Thirty-Three podcast on March 14, 2023. The story of the song was also told by Billy Corgan on that same podcast.

In the context of the ATUM rock opera, Shiny’s once secretive fanclub is now out in the open as our protagonist is back on Earth. Shiny seems to have been welcomed back by the oppressive XI government and is presumed to no longer be ‘cancelled.’ The fanclub no longer has a need for secrecy and invites Shiny to a celebratory event in which a cover band puts on a show, playing a number of Shiny’s originals. The show’s finale features a fan-favorite classic rock songs called “In Lieu of Failure” for which Shiny steps onto stage and takes the place of the cover band singer, much to the crowds delight.

After the song, a hooded figure approaches the stage, revealing herself to be Osyraa. She grabs the microphone from Shiny and convinces the crowd to turn, calling the rockstar a phony, in that he’s not the revolutionary dissenter of the authoritarian government he makes himself out to be. Just as the crowd turns mob-like, Ruby appears and pulls Shiny to safety, into the night outside.