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“I’m the bad guy ... Duh!”

“The album is the question. Every song in the album is the question, ‘when we all fall asleep, where do we go?’ And no, there is no answer on the album. The whole album is basically supposed to be a bad dream, or a good dream.”
— Billie Eilish on Radio 105
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WHEN WE ALL FALL ASLEEP, WHERE DO WE GO? is the debut studio album by American singer-songwriter Billie Eilish and her first collection since the 2017 EP, dont smile at me.

Co-written by Eilish and her brother Finneas O'Connell and produced by O'Connell, the album was promoted by five singles, starting in July, 2018, and leading up to its release in March, 2019: “you should see me in the crown”, “when the party’s over”, “bury a friend”, “wish you were gay”, and “bad guy”. It set the record for most pre-ordered album in Apple Music history and debuted at number one on the US Billboard 200, making her the first artist born in the 21st century to reach that slot.

The album’s sound is an eclectic blend of dreamlike Indie Pop, Synth-Pop, and contemporary blues, with a lyrical focus on the dark and esoteric.

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It swept the 62nd Annual Grammy Awards, winning Album of the Year and Best Pop Vocal Album, "bad guy" winning both Song and Record of the Year, Eilish herself winning Best New Artist, and Finneas individually receiving Producer of the Year and Best Engineered Album (both non-classical). Eilish became the second-ever (and the youngest ever, and the first female) artist in Grammy history to win all 4 major awards at once.


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Tracklist:

  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” (3:16)
  8. “8” (2:53)
  9. “my strange addiction” (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)

Tropes appearing in this album:

  • Album Intro Track: “!!!!!!!” is 14 seconds of Studio Chatter, with Eilish celebrating the removal of her Invisalign before slipping into a demonic laugh.
  • Album Single: “you should see me in a crown”, “when the party’s over”, “bury a friend”, “wish you were gay”, and “bad guy”.
  • Album Title Drop: Appears in the chorus of "bury a friend".
    Why aren't you scared of me?
    Why do you care for me?
    When we all fall asleep,
    where do we go?
  • all lowercase letters: every track on the album is stylized this way in the official release, perhaps making up for its all-caps title.
  • Aggressive Submissive: The singer in "bad guy", who warns "the men I know" to be scared of her even though the verses imply she is submissive in the bedroom.
  • Animal Motifs: Spiders in "you should see me in a crown".
    • The "vertical video" features various spider species climbing all over Billie and her crown—including a tarantula emerging from her mouth. The promotional art for the single is an image from this video of the crown covered with orb weavers.
    • In the Animated Music Video, Billie's character eventually transforms into a massive demonic spider creature looming over a city.
  • Animated Music Video: One was created for "you should see me in a crown".
  • Badass Boast: Most of "you should see me in a crown" is one.
    You should see me in a crown
    I'm gonna run this nothing town
    Watch me make 'em bow
    One by one by one
  • Bad Dreams: A recurring theme throughout the album.
    The friends I've had to bury
    They keep me up at night
  • Bad Girl Song: "bad guy".
  • Black Eyes of Evil:
    • Monster-under-the-bed Billie has these in the "bury a friend" music video.
    • Inverted on the album cover, where her eyes appear entirely white.
  • Blues: The genre's influence is most audible in "xanny" and "wish you were gay".
  • Break Up Song: "when the party's over".
  • Concept Album: The Central Theme is death and darkness. According to Billie, the album is meant to feel like an extended dream.
  • Concept Video: "when the party's over", where Billie drinks a glass of dark liquid that then comes streaming out of her eyes like black tears.
  • Continuity Nod:
    • In "my strange addiction", Billie mentions, "I don't self-medicate", in a nod to the earlier track "xanny".
      I don't need a xanny to feel better
    • "bury a friend" mentions "the way I'm drinking you down", evoking the "when the party's over" video. It's also a possible reference to "my strange addiction", which features what sounds like someone drinking a liquid in its instrumental.
    • "ilomilo", the next song after "bury a friend", says:
      The friends I've had to bury
      They keep me up at night
    • The final track, "goodbye," is essentially a journey back through the whole album via snippets from all the previous songs, starting with "i love you" and ending back where it all began with "bad guy."
  • Cool Crown: You should see her in it.
  • Darker and Edgier: WHEN WE ALL FALL ASLEEP is noticeably darker, sinister and somber in lyrics and mood in comparison to her earlier work.
  • Death Song: "listen before i go" is sung by a person planning to commit suicide.
  • Double Entendre: "my strange addiction":
    I'm the powder; you're the fuse
    Just add some friction
  • Driven to Suicide: "listen before i go":
    Take me to the rooftop
    I wanna see the world when I stop breathing
  • Driving Question: The album's title, according to Eilish.
  • Drone of Dread: The chorus of "bury a friend" is immediately followed by what can only be described as the sound your head makes when you hold your eyes shut too hard.
  • Drugs Are Bad: The topic of "xanny", which is about Billie going to a party and deciding NOT to take xanny there. It's more nuanced than the usual anti-drug aesop as she specifically questions the idea of doing drugs to feel cool, and the song is less about condemning them and more about staying safe.
  • Emo: The album for a new generation of disillusioned teens.
  • Everything Is an Instrument: Strange samples and background noises pervade the album, adding to its creepy atmosphere. "bury a friend" literally features the sound of Billie's Invisalign attachments being shaved off at the orthodontist.
  • Fading into the Next Song: The fade-in of "ilomilo" is tacked onto the end of "bury a friend".
  • The Gloves Come Off:
    I have taken out my Invisalign, and this is the album!
  • Horror: Billie has remarked on how heavily WHEN WE ALL FALL ASLEEP was influenced by her love of the genre.
    • "bury a friend" and its music video (directed by Michael Chaves of The Maiden fame) fall squarely into this genre.
  • "I Am Great!" Song: "you should see me in a crown" is an exceptionally dark variation, bordering on Villain Song.
  • Incompatible Orientation: Inverted in "wish you were gay", where Billie laments that the boy she likes isn't gay, because it would be easier to deal with the rejection if he just didn't like girls.
  • Last Chorus Slowdown: In the end of "when the party's over".
  • Last-Second Word Swap: In "my strange addiction":
    You could kiss my— asking about my motto
  • Laughing Mad: Billie's laugh in "!!!!!!!" devolves into an unsettling howl before cutting out abruptly to make way for the first song.
  • Longest Song Goes Last: Inverted. "goodbye" is the shortest on the album.
  • Love Is a Drug: "my strange addiction", unless Billie was serious about it being about The Office.
  • Lyrical Cold Open: To "xanny".
  • The Masochism Tango: One of the recurring themes is a love that just won't go away. For instance, from "when the party's over":
    I could lie, say I like it like that...
  • Motif: References to blood appear in "bad guy", "you should see me in a crown", and "when the party's over", and indirectly in "bury a friend".
  • Non-Appearing Title: "ilomilo", whose title is that of the videogame it's based on.
  • Obligatory Bondage Song: “bad guy” is a subtler example.
    I like it when you take control
    Even if you know that you don’t own me
    I’ll let you play the role
    I’ll be your animal
  • Obsession Song: "my strange addiction".
    Learned my lesson way too long ago
    To be talkin' to you, belladonna
    Shoulda taken a break, not an Oxford comma
    Take what I want when I wanna
    And I want ya
  • Obviously Evil: According to herself:
    I’m the bad guy. . . . Duh!
  • Ode to Sobriety: "xanny", where Billie complains about her friends spending all their time under the influence of drugs and alcohol while she abstains:
    I'm in their second-hand smoke
    Still just drinking canned coke
    I don't need a xanny to feel better
  • Ominous Music Box Tune: The music behind the refrain of "ilomilo" evokes one.
  • Orifice Evacuation: At the climax of the "you should see me in a crown" vertical video, Billie opens her mouth and a tarantula crawls out.
  • Playing with Syringes: In one scene of the "bury a friend" music video, a collection of disembodied gloved hands stab large needles into her bared back.
  • Production Throwback:
    • "you should see me in a crown" includes the line, "fell for these ocean eyes", in reference to her debut single.
    • "all the good girls go to hell" echoes "COPYCAT"'s "You committed / I'm your crime" with:
      Can't commit to anything but a crime
  • Reprise Medley: "goodbye", the item's final track, lists lyrics from every song in the album in reverse order.
  • Sampling: "my strange addiction" interpolates audio from the seventh season of The Office in several places.
    No, Billie, I haven’t done that dance since my wife died. invoked
  • Satanic Archetype: "all the good girls go to hell" and its video portrays Billie as one, as a dark take on a Green Aesop.
  • Self-Backing Vocalist: Most tracks feature multiple layers of Billie, only occasionally supplemented by her brother Finneas.
  • Shout-Out:
  • Simple Score of Sadness: “when the party’s over” is Billie, a little backup, and a piano. And there are some parts that are just plain silence, and some that border on One-Woman Wail.
  • Singer Name Drop: Guest rapper Crooks announces, "Billie." right at the beginning of "bury a friend".
  • Song Style Shift: The final section of "bad guy" drops into a completely different beat and tune.
  • Sympathy for the Devil: "all the good girls go to hell".
    My Lucifer is lonely ...
  • The Teetotaler: The singer of "xanny".
  • Textless Album Cover: See the page image. It's just Billie on a bed.
  • Things That Go "Bump" in the Night: "bury a friend" is from the perspective of the monster under her bed.
  • This Is a Song: The second verse of "bad guy":
    My mommy likes to sing along with me
    But she won't sing this song
    If she reads all the lyrics
  • The Vamp: The singer in “bad guy”.
    I’m that bad type
    Make-your-mama-sad type
    Make-your-girlfriend-mad type
    Might-seduce-your-dad type
  • Villain Song: Billie embodies various personal demons throughout the album. “bury a friend” is, according to Billie, from the perspective of the monster under her bed. "Bad Guy" is also a more traditional example.

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