The B-side of the "Dream Police" single was "Heaven Tonight," previously released as the title track of Cheap Trick's previous studio album, 1978's Heaven Tonight. It is a disturbing song that was written by Rick Nielsen and Cheap Trick bassist Tom Petersson. "Heaven Tonight" was one of two songs on the album that involved death, "Auf Wiedersehen" being the other. In this song, potential death comes from drug abuse; Nielsen described it as an "anti-drug" song. Stephen Thomas Erlewine of AllMusic described the song as being "dreamily psychedelic." Mitchell Schneider of Rolling Stone noted a resemblance between "Heaven Tonight" and The Beatles' "Strawberry Fields Forever."
Nielsen played a mandocello on the song, and other instruments include harpsichord and cello. Nielsen described the song as "a kind of parody on some of the drug songs of the sixties" and stated that "it could even be the basis for a movie." Petersson stated that they tried to make the song sound like Led Zeppelin's "Kashmir." Nielsen noted that the song's ending line: "you can never come down" was taken from a Joe Byrd and the Field Hippies song.
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“Hail, Source of Being! Universal Soul
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To thee I bend the knee; to thee my thoughts
Continual climb, who with a master-hand
Hast the great whole into perfection
touched.”
—James Thomson (1700–1748)
“And tonight our skins, our bones,
that have survived our fathers,
will meet, delicate in the hold,
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“My need is more desperate!””
—Anne Sexton (1928–1974)