A maudlin Gothic Metal act convened in Borås by frontman Mathias Lodmalm following his break from CEMETARY. Joining Lodmalm for the 1997 'Design 19' album would be bassist Johnny Hagel of TIAMAT and SORCEROR notoriety, guitarist Andreas Johansson and drummer Christian Silver. SUNDOWN struggled on for a sophomore outing, 1999's 'Glimmer', but with a completely overhauled line-up. Ranked alongside Lodmalm and Silver would be FATAL EMBRACE guitarist Herman 'Manne' Engström and bass player Andreas Karlsson. Hagel made his exit to concentrate on his solo venture CINNAMON SPIRAL.

Lodmalm would also act as producer and keyboard player for the debut VASARIA album, his colleague Christian Silver providing session drums.

Following 'Glimmer' Lodmalm, together with Silver and Engstrom, resurrected CEMETARY of sorts with CEMETARY 1213 for 'The Beast Divine' album. By 2000 guitarist Andreas Johansson had joined Death Metal band AUBERON.

In mid 2004 guitarist Manne Engström joined BESEECH. In March 2007 it was revealed that Engström and Silver had teamed up with the tattooed Swedish platinum selling solo artist Sara Löfgren, BESEECH guitarist Robert Vintervind plus NIGHTRAGE and CIPHER SYSTEM bassist Henric Carlsson. This union titled itself TWDSO ("THOSE WE DON'T SPEAK OF").