"Talk Tonight" is one of many acoustic B-side tracks sung by Noel. It was inspired by the near-breakup of the band in Los Angeles in autumn 1994, when Noel walked out without telling anyone and headed for San Francisco. He stayed with a girl he had befriended during a previous show there. According to the sleeve notes to The Masterplan, she talked a distraught Noel "off the ledge" and took him to the park where she had played as a child. It is also mentioned in the Oasis book by Paul Mathurs, Take Me There, that the girl also had an obsession with Snapple strawberry lemonade, which contributed to the line in the song, "all your dreams are made of strawberry lemonade."
In an interview with the San Francisco Chronicle in November 2016, Melissa Lim states she met Noel backstage at Bottom of the Hill in 1994, recalling: "He came over and sat down next to me, I had never been backstage before, so I asked him, 'Where's the afterparty?' And he goes, 'What afterparty? Can I hang out with you tonight?'". Three days later, after a disastrous performance at Whisky a Go Go in Los Angeles, and after a dispute with Liam, Noel went to Lim's apartment in Nob Hill. "He was very upset," said Lim. "I took him in, fed him and tried to calm him down. He wanted to break up the band. We went to Huntington Park to clear his mind. We listened to music. We went record shopping". After bringing back magazines and Snapple Strawberry Lemonade, Lim then convinced Noel to return to Oasis, "San Francisco has a reputation of being a place where bands come to die, like The Band and the Sex Pistols," says Lim. "I wasn't going to let it happen on my watch. I told him, 'You can't leave the band — you're on the verge of something big.'"
In the film Supersonic, Noel claims not to remember Lim's name. Lim stated "Keith Richards can remember the name of his milkman from when he was 8 years old. I don't know what's going on with Noel, and that's fine. I was a part of something that touched so many people. That's good enough."