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Music / Stay Awake

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Stay Awake (officially known as Stay Awake: Various Interpretations of Music from Vintage Disney Films) is a 1988 multi-artist Cover Album featuring popular songsters of the day performing classic songs from the Disney Animated Canon. Produced by Hal Willner, the album is perhaps best known for Tom Waits' creepy as hell cover of "Heigh Ho", which was later reissued on his rarities collection Orphans: Brawlers, Bawlers & Bastards. Expect The Cover Changes the Meaning to be in play here.


  1. "Opening Medley ("I'm Getting Wet and I Don't Care at All")"
    a) "Hi Diddle Dee Dee (An Actor's Life For Me)", performed by Ken Nordine with Bill Frisell and Wayne Horvitz - 1:59
    b) "Little April Shower", performed by Natalie Merchant and Michael Stipe with Mark Bingham and The Roches - 3:32
    c) "I Wan'na Be Like You (The Monkey Song)", performed by Los Lobos - 3:39
  2. "Baby Mine", performed by Bonnie Raitt and Was (Not Was) - 3:21
  3. "Heigh Ho", performed by Tom Waits - 3:30
  4. Medley Two ("The Darkness Sheds Its Veil")
    a) "Stay Awake", performed by Suzanne Vega - 1:48
    b) "Little Wooden Head", performed by Bill Frisell and Wayne Horvitz - 2:10
    c) "Blue Shadows on the Trail", performed by Syd Straw - 3:50
  5. Medley Three ("Three Inches Is Such a Wretched Height")
    a) "Castle in Spain", performed by Buster Poindexter and The Banshees of Blue - 2:37
    b) "I Wonder", performed by Yma Sumac - 3:22
  6. "Mickey Mouse March", performed by Aaron Neville - 2:13
  7. Medley Four ("All Innocent Children Had Better Beware")
    a) "Feed the Birds", performed by Garth Hudson - 4:17
    b) "Whistle While You Work", performed by NRBQ - 2:22
    c) "I'm Wishing", performed by Betty Carter - 4:20
    d) "Cruella De Ville", performed by The Replacements - 2:15
    e) "Dumbo And Timothy", Bill Frisell and Wayne Horvitz - 2:04
  8. "Someday my Prince Will Come", performed by Sinéad O'Connor - 1:08
  9. Medley Five ("Technicolor Pachyderms")
    a) "Pink Elephants On Parade", performed by Sun Ra & His Arkestra - 4:54
    b) "Zip-a-Dee-Doo-Dah", performed by Harry Nilsson 3:16
  10. "Second Star to the Right", performed by James Taylor - 4:02
  11. Pinocchio Medley ("Do You See The Noses Growing")
    a) "Desolation Theme", performed by Ken Nordine with Bill Frisell and Wayne Horvitz - 2:02
    b) "When You Wish Upon a Star", performed by Ringo Starr and Herb Alpert - 3:46

See also Simply Mad About The Mouse (1991), a similar project which was executed as a Direct-to-Video Compilation Movie (and whose soundtrack is still available for digital download), and the Disneymania series, which ran throughout the 2000's and features Younger and Hipper stars singing Disney songs old and new. Also see the We Love Disney albums, which involve 2010s singing stars (from France, Indonesia, Australia and the USA) performing Disney hits, often (in the case of the French and Indonesian versions) translated cover versions.


Tropes in this album included in the disc:

  • Avant Garde Music: Some musical interpretations border to the experimental, like Tom Waits and Sun Ra's covers.
  • Cover Album: All tracks are Disney covers.
  • The Cover Changes the Meaning: Most notably, the Tom Waits cover of Heigh Ho turns it from a chipper work song into something decidedly more depressing, if not nightmarish. As for the backing track, a reviewer compared it to "noises from Gacy's basement."
    • There's also Sinéad O'Connor's very cynical-sounding "Someday My Prince Will Come."
  • Cult Soundtrack: All the songs are lifted from Disney's animated feature films and/or live-action films.
  • Darker and Edgier: Many of the cuts compared to their original versions.
  • Disney Acid Sequence: The Trope Maker song is covered by Sun Ra.
  • Homage: All the music is a homage to the Disney films in which they appeared for the first time.
  • Jazz: Some songs are performed in a crooning version or a jazz instrumental.
  • Refrain from Assuming: Despite featuring familiar songs from Disney movies the album is not exactly meant for a children's audience. There's nothing unsuitable for them to hear, but they may prefer the songs in the version they are familiar with rather than this often very different musical interpretations.
  • Villain Love Song: Buster Poindexter covers one, "Castles In Spain", for this album.


Example of: