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When We All Fall Asleep, Where Do We Go? (stylized in all caps) is the debut studio album by Billie Eilish. It was released on March 29, 2019, by Darkroom and Interscope Records in the US and Polydor Records in the UK. Eilish largely co-wrote the album with her brother Finneas O'Connell, who produced its music at his small bedroom studio in Highland Park, Los Angeles.

Musically, When We All Fall Asleep, Where Do We Go? is a pop, electropop, avant-pop, and art pop record, though it also features influences from hip hop and industrial music. Its songs explore themes such as modern youth, drug addiction, heartbreak, suicide, and mental health, with lyrical sensibilities of humor and horror. Eilish said the album was inspired in part by lucid dreaming and night terrors, which are reflected on the cover photo.

The album was marketed with the release of seven singles, four of which were multi-platinum-certified in the US – "You Should See Me in a Crown", "When the Party's Over", "Bury a Friend" (which the album title came from), and the worldwide hit "Bad Guy". Eilish also embarked on several tours in support of the album, including the When We All Fall Asleep Tour and the Where Do We Go? World Tour. An immediate commercial success, the album topped record charts in many countries during its first week of release. By June 2019, it had sold more than 1.3 million copies in the US and become the year's best-selling album in Canada, while in the UK it had made Eilish the youngest female solo act to chart at number one.

When We All Fall Asleep, Where Do We Go? was also a widespread critical success and one of the year's most acclaimed records, with many reviewers praising its subject matter, songwriting, cohesiveness, and Eilish's vocal styling. At the 2020 Grammy Awards, it won Album of the Year, Best Pop Vocal Album, and Best Engineered Album, Non-Classical, while "Bad Guy" won Record of the Year and Song of the Year; Finneas also won the award for Producer of the Year, Non-Classical. In 2020, the album was ranked at 397 on Rolling Stone's 500 Greatest Albums of All Time list.

Writing and recording[]

Billie Eilish and her brother Finneas O'Connell began working on When We All Fall Asleep, Where Do We Go? in May 2016 with the track "Listen Before I Go", but re-recorded the song two years later in spring 2018. Eilish intended the album to contain material "that's so fun to be in the moment at a show to" as well as "shit that's crazy and also depressing." She further wished to "do everything in this album" due to her hatred for genre restrictions.

The album was recorded in O'Connell's small bedroom studio in Highland Park, California using production material including Logic Pro X, a Universal Audio Apollo 8 interface and a pair of Yamaha HS5 studio monitors with an H8S subwoofer. The pair explained that they chose this recording location rather than a professional studio due to the bedroom's intimate and homely nature as well as the manner in which the bedroom affects vocals, while criticizing an external studio's lack of natural light and high cost of use.

Audio mixing was handled by Rob Kinelski, who had mixed all of Eilish's work thus far. In an interview with Billboard, Kinelski disclosed that O'Connell would send him "really nice stems" for separate instruments during the process.

Music and lyrics[]

Eilish's vocal style on When We All Fall Asleep has frequently been described as soft and whispered by music critics. Neil McCormick of The Daily Telegraph stated that the singer's tone "can shift from coquettish to threatening, playfully ironic to emotionally sincere in a breath", adding that her "close-to-the-mic singing is enhanced by layers of ethereal harmonies without swamping a sense of intimacy." It has further been likened to ASMR; while some reviewers simply stated that her voice reminded them of the sensation, others stated that they experienced "tingles" listening to Eillish's vocals, with Helen Holmes of Observer citing the singer's "little giggles and intonations, and the way her intonation 'falls off' at the end of sentences" as the reasons.

The album is built around O'Connell's production which frequently incorporates amplified bass, minimalist percussion, and additional foley and acoustic sounds. While the song structures on the record are traditional in construction, made of formal melodies accompanied with keyboard, guitar or bass instrumentation, it further incorporates harsh, industrial influences, prompting Jon Caramanica of The New York Times to describe Eilish as "the first SoundCloud-rap pop star, without the rapping." Thereafter, Chris Willman of Variety also noted the album's usage of dissonance and distortion, commenting that “With all its moments of distortion and attitude, tempered by sheer loveliness, and rude and emotional songs about night terrors and daydreams, “When We All Fall Asleep, Where Do We Go?” feels like a rock ‘n’ roll album, even if there's virtually nothing on it that sounds like rock music.” Elsewhere, critics have highlighted indie electronic, pop, EDM, dance-pop, synth-pop, R&B, trap and jazz influences. The record has been noted for its minimalist and hip hop-inspired production, leading to comparisons to Lorde's debut album Pure Heroine, which was largely the aim of the siblings, as they found that adding additional musical features often makes a song sound "way worse".

Because Eilish draws on a variety of genres, Yasmin Cowan of Clash opined that "to confine [her] to any specific brand of music would be doing her craft a disservice," although other reviewers have characterized When We All Fall Asleep as a pop, electropop, avant-pop and art pop. Robert Christgau describes it as "electro-saturated", and Chris Riemenschneider from the Star Tribune calls it "jaggedly rhythmic, candidly intimate stream-of-consciousness electro-pop", while Rolling Stone writer Suzy Exposito finds it "full of dressed-down avant-pop with D.I.Y. immediacy and intimacy" yet still comparable to the maximalist pop of Eilish's contemporaries Ariana Grande and Halsey. According to Amanda Petrusich from The New Yorker, Eilish's "spare, portentous" style of electropop "recalls the work of Trent Reznor, but is imbued with far more friskiness, conviviality, and youthful nonchalance".

Lyrically, the album deals with the hopes and fears of contemporary youth, exploring drug addiction, heartbreak, climate change, mental health and suicide. In an interview with Zane Lowe, Eilish explained that the album was largely inspired by lucid dreaming and night terrors, revealing that it "is basically what happens when you fall asleep," hence its title, and stated at an earlier interview that it "is basically supposed to be a bad dream, or a good dream". i-D writer Jack Hall noted that in order to deal with the record's serious subject matter in a less portentous manner, Eilish writes with humor and horror in a manner similar to memes. Despite this, it is unclear whether the experiences found in the lyrics are her own, since she often distances herself from the content of her songs. The singer explained to Rolling Stone that she and her brother "like writing from other people's perspectives," elaborating that half of the songs on the album "are fictional and half are things [she] was going through, and no one will ever know which is which."

Songs[]

The album's opening track, "!!!!!!!", is a short intro in which Eilish slurps saliva from her Invisalign aligners and announces that "this is the album," before she and her brother descend into laughter. O'Connell explained that it served to "find a sense of humor" amidst the "heaviness" of the album. The following track, "Bad Guy", is a pop-trap song which uses a bass, a kick-drum and amplified finger snaps in its production. The song's lyrics feature Eilish taunting her partner, while suggesting that she is the "bad guy" rather than him. Eilish was inspired to write "Xanny" after attending a party at which her friends "kept throwing up, kept drinking more," consequently becoming "completely not who they were". While recording the song, Eilish and her brother created a sound inspired by a girl blowing cigarette smoke in the former's face alongside a drum kit and a jazz-inspired loop in order to replicate the feeling of being "in secondhand smoke".

"You Should See Me in a Crown", which the two siblings wrote after watching the third episode of the second season of BBC television series Sherlock titled "The Reichenbach Fall", is a trap-influenced electropop song which features Eilish singing over "blaring synths and rapid-fire hi-hats." "All the Good Girls Go to Hell" was described by Stereogum as a "punchy piano number" and one of the album's "poppiest tracks," and explores the idea that God and the Devil are both "looking at human beings as this kind of meek group of people and just being like, "What are they trying to do here?"" The following track, "Wish You Were Gay", is a jazzy classic pop song where Eilish sings of her wish that a man she likes was gay in order to explain his lack of romantic interest in her. The seventh song on the album, "When the Party's Over", is a piano ballad with choral influences, and was written after O'Connell had left his date's house "kind of for no reason."

The eighth track, titled "8", is a ukulele-based lullaby which manipulates Eilish's vocals to make her sound like a small child. The following song, "My Strange Addiction", is a bass-heavy pop song which samples audio from an episode of the American television sitcom The Office titled "Threat Level Midnight". In order to include the samples, Eilish needed the approval of Steve Carell, B. J. Novak, John Krasinski and Mindy Kaling, the members of the episode's cast featured in the audio, which they all personally granted. The next track, "Bury a Friend", has been described as a minimalist electronica and industrial song, and musically features a beat reminiscent of "Black Skinhead" by Kanye West, a vocal line similar to "People Are Strange" by The Doors, and scattered synth melodies. It is written from the perspective of a monster under a bed, exploring what "this creature [is] doing or feeling." The song's beat leads seamlessly into the eleventh track "Ilomilo", an electropop cut named after the 2010 video game, in order to give the album further cohesion.

The final three tracks each have linear titles, collectively reading "Listen Before I Go, I Love You, Goodbye". In an interview with Vulture, O'Connell stated that his sister "liked the readability of that" before adding that "they are [related]" since they are "different sentiments about a farewell". The three songs are placed at the end of the album so as to avoid an abrupt ending to the album. "Listen Before I Go" features a gentle piano accompaniment and jazz influences while Eilish sings from the perspective of someone about to commit suicide, with faint street noises and sirens added at the beginning and end of the track for ambience. The following track, "I Love You", is similar in aesthetic and uses a sample of an airline attendant talking and a plane taking off. O'Connell has described the song as being about how "it sucks to be in love sometimes," while its chorus has drawn comparisons to Leonard Cohen's "Hallelujah", which have pleased the songwriter. The final song, "Goodbye", features a line of each of the album's tracks (with the exception of "!!!!!!!") in its lyrics in reverse order compared with how they appear in the album, beginning with a line from "I Love You" and ending with a line from "Bad Guy," with clips from these songs layered quietly in reverse as a motif representing when "you grow up listening to a tape and at the end, you reverse the tape to go back to the beginning of the song."

Artwork and packaging[]

The cover artwork for When We All Fall Asleep, Where Do We Go? was photographed by Kenneth Cappello, with whom Eilish had previously collaborated for the artwork of her 2017 EP Don't Smile at Me. After working with the singer on pictures for her. magazine, Cappello was asked to photograph the artwork for her upcoming album. The shoot took place on Eilish's birthday in December at a studio in Los Angeles and lasted 12 hours. The singer had prepared sketches for the album cover which were inspired by the album's themes of night terrors and lucid dreaming, as well as Eilish's interest in horror films, specifically The Babadook. Cappello told MTV News that he "knew she wanted it moody". In order for it to "feel real," Cappello added no additional lighting to the end photo so as to give the impression that "a door was opening and that was the light coming into the bedroom." He additionally shot different variations of Eilish sitting on the bed expressing a range of emotions. Eilish wore contacts to fill in her eyes completely with white. She further wished to use a minimum of additional special effects and touch-ups on the end product to retain a sense of "realness and transparency."

Track listing[]

All tracks are written by Billie Eilish O'Connell and Finneas O'Connell, except where noted. All tracks are produced by F. O'Connell, with co-production on "Bitches Broken Hearts" by Emmit Fenn.

When We All Fall Asleep, Where Do We Go? – Standard edition
No. Title Length
1. "!!!!!!!"   0:14
2. "Bad Guy"   3:14
3. "Xanny"   4:04
4. "You Should See Me in a Crown"   3:01
5. "All the Good Girls Go to Hell"   2:49
6. "Wish You Were Gay"   3:42
7. "When the Party's Over" (writer: F. O'Connell) 3:16
8. "8"   2:53
9. "My Strange Addiction" (writer: F. O'Connell) 3:00
10. "Bury a Friend"   3:13
11. "Ilomilo"   2:36
12. "Listen Before I Go"   4:03
13. "I Love You"   4:52
14. "Goodbye"   1:59
Total length:
42:48
When We All Fall Asleep, Where Do We Go? – Japanese edition bonus tracks
No. Title Length
15. "Come Out and Play"   3:30
16. "When I Was Older"   4:30
Total length:
50:48
When We All Fall Asleep, Where Do We Go? – Japanese limited deluxe edition bonus tracks
No. Title Length
17. "Bad Guy (Remix)" (with Justin Bieber) 3:14
Total length:
54:02
When We All Fall Asleep, Where Do We Go? – Japan complete edition bonus tracks
No. Title Length
18. "Everything I Wanted"   4:05
Total length:
58:07
When We All Fall Asleep, Where Do We Go? – Target reissue CD bonus tracks
No. Title Length
15. "When I Was Older"   4:30
16. "Bitches Broken Hearts" (writers: B. O'Connell, F. O'Connell, Emmit Fenn) 2:56
17. "Everything I Wanted"   4:05
Total length:
54:19
Japanese complete edition (Disc 2)
No. Title Length
1. "Bad Guy" (music video) 3:25
2. "Xanny" (music video) 4:25
3. "You Should See Me in a Crown" (official video - by Takashi Murakami) 3:11
4. "All the Good Girls Go to Hell" (music video) 3:41
5. "When the Party's Over" (music video) 3:12
6. "Bury a Friend" (music video) 3:32
7. "Ilomilo" (music video) 2:36
8. "Everything I Wanted" (music video) 4:47
Total length:
28:07
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