WHEN WE ALL FALL ASLEEP, WHERE DO WE GO? by Billie Eilish // 5 Year Anniversary Album Review

When looking at the past decade of music, Billie Eilish's debut album WHEN WE ALL FALL ASLEEP, WHERE DO WE GO? is a distinct moment in time that changed everything in the music industry. Billie and her older brother and main collaborator, Finneas, created this album completely by themselves in his small childhood bedroom in Highland Park, Los Angeles. At the time it was released, she was only 17 years old. Every single song was written, performed, recorded and produced solely by the two of them. To this day, they still make music that same way! They are both so immensely talented and truly once-in-a-generation artists. 

This album is a genre blurring masterpiece, it is so innovative and varied from song to song. To confine Billie to one genre would be doing a disservice to her immense musical talents and this record is the perfect representation of that. She and Finneas at the time were new, fresh voices in pop music that forever changed the landscape of the genre. They were both so ahead of their time with the sound and style of this album. The echoes of WHEN WE ALL FALL ASLEEP WHERE DO WE GO? will continue to be heard for many, many years to come from other artists. In 2019, she ushered in a new sound and style for the new decade that everyone has been trying to replicate ever since. No one can truly even match the magic of the original, though. 

Billie quickly became the voice of a new generation with vocalizing her innermost thoughts and fears through this music. Upon release, this album reached massive success and was one of the highest-selling worldwide releases of the year. All of the statistics and awards this album received would take way too long to list, but among the most notable was at the 2020 Grammy Awards where Billie and Finneas made history by winning ten awards total, including the four biggest of the show; Best New Artist, Record of the Year, Album of the Year, and Song of the Year. She is the only female artist to win all four of the major categories, as well as one of only two artists ever to win these awards at once and the youngest to do so at just 18 years old.

It's no wonder that this album resonated with as many people as it has because her unbridled authenticity shines through in every single song. Along with that, there is also a distinct darkness and nightmarish quality to a lot of this music and the corresponding visuals. "I mean, dude. Where the fuck do we go?!" she said in an interview with FADER when referencing the album’s title. "I'm sure somebody's gonna be like, 'oh, it's your brain doing this,' but, like, you cannot give me a good explanation. I do not understand. Dreams are a really intense part of my life. I'll go through a month where I'll have the same nightmare every single night—a dream that's so bad that the whole day is off, or a dream that's so good that none of it's true."

The way this album takes you through a vivid lucid dream is such a cool angle to listen to this music through. Every song either represents some kind of fear or nightmare, and it is really up to the listener to figure out what each is. Every single song is so creatively written and performed, and Finneas' production absolutely takes it to a new level every time. 

She has spoken many times about the way this album was also inspired by her love of horror films, specifically The Babadook, which she says was "the complete main inspiration" for the album and the aesthetics were very obviously based around that imagery. "bury a friend", the single that was released alongside the announcement of the album, captures the complete essence of those intense lucid dreams and the vivid horror themes that so much of the record is based off of. "When we made 'bury a friend,' the whole album clicked in my head," she said in a press statement. "I immediately knew what it was going to be about, what the visuals were going to be, and everything in terms of how I wanted it to be perceived. It inspired what the album is about. 'bury a friend' is literally from the perspective of the monster under my bed. If you put yourself in that mindset, what is this creature doing or feeling? I also confess that I'm this monster, because I'm my own worst enemy. I might be the monster under your bed too."

"bury a friend" really does sound as if you are in the middle of a nightmare confronting that monster under your bed, only to find out it's you all along. The intense distorted production elements build all the way through to the end, which Finneas called "sounds that are kind of jarring, kind of unpleasant, a little bit ominous" in an interview with Pitchfork. She is confronted with these questions that are repeated throughout the whole song; "What do you want from me? Why don't you run from me? What are you wondering? What do you know? Why aren't you scared of me? Why do you care for me?" and ends it with the final question, "When we all fall asleep, where do we go?" The rest of the album really sets out to find the answer to all of those, but most especially the title question, "When we all fall asleep, where do we go?"


The album beings with a thirteen second track called "!!!!!!!", which is a funny intro where Billie says, "I'm taking out my Invisalign, and this is the album". She has talked about when recording all of the songs for this album, all of the studio recordings would start with the sound of taking out her Invisalign, so it only felt right to start the album that way too. She and Finneas erupt in laughter that fades out into the iconic opening bass line of "bad guy". 

"bad guy" is really the song that changed everything for Billie. Up to that point in her career, she had an immaculate discography already just from her first EP and the singles released before her debut album, but this song was just on another level. It was also her first song to chart at number 1 on the Billboard Hot 100, dethroning the record-breaking 17 week run that "Old Town Road" by Lil Nas X had at the top of the charts. With that, she became the first artist of this millennium to top the charts and in 2023, it reached diamond status by selling over 10 million copies. As I mentioned earlier, it also won for both Record of the Year and Song of the Year at the Grammy's in 2020, as well. The list goes on and on, but the impact it made was unlike anything we've seen in years and really shaped the music of the 2020's in such a big way. It became an instant classic and really shifted everything in the music industry. It was so different than what so many others have been doing in the alternative pop genre, the style and production of every song she has is so complex and revolutionary in so many ways.

"bad guy" is so fun and playful with such an iconic pre-chorus, "So you're a tough guy, like it really rough guy, just can't get enough guy, chest always so puffed guy," she sings, "I'm that bad type, make your mama sad type, make your girlfriend mad tight, might seduce your dad type, I'm the bad guy...duh!" There is just something so cool about the juxtaposition of her calling herself the "bad guy" too, I love that. She doesn't take herself too seriously on this song either, it's really just meant to be fun and weird and shocking in all of the best ways - plus it's so catchy.
 
In an interview with KIIS FM she talked about the inspiration behind this song, "It’s basically making fun of everyone and their personas of themselves. Even mine. The initial idea for the song is, like, people who have to tell everybody that they are a certain way all the time? They’re not that certain way," she said. "In general, I feel like you will never catch a bad bitch telling everyone she’s a bad bitch. It’s you. If you’re going around all the time saying, like, ‘Yeah, I’m bad, I’m always breaking rules and doing this and doing that.’ You’re not. I know that because I used to say that and I wasn’t. Bad kids, bad boys, bad bitches, whatever, they do that shit and they don’t even know."

It was such an interesting creative choice to not have a traditional chorus or hook on this song too, it's all instrumentals. On paper, it is kind of a strange song to have become the massive hit that it did for that reason. It's breaking all of the "rules" of what a traditionally successful pop song needs to follow. At the same time, that instrumental chorus is so memorable and has become so synonymous with Billie ever since - so it was definitely the right choice. "My brother and I actually sat in his room trying to write something else over that but we couldn't do it because nothing else worked. We didn’t want it to be empty there, but we were just like, 'I don't know if anyone's going to like this, because there's no lyrics here.' For some reason people do like it and it's huge now. It’s one of my favorite songs I’ve ever made," Billie told Billboard

"I knew I wanted “bad guy” to be first, and “xanny” to be next, and that was like, all I knew from the beginning," Billie said in an interview with PopBase. The production on "xanny" is so cool too, it makes you feel like you are at that party yourself while listening to it. The way the trippy effects on her voice in the chorus are off with the beat of the music of the verses is such an interesting approach to the production of this song. Billie and Finneas have often talked about the intention behind that to sound like the feeling of being at a smoky house party, which is something that really does translate into the song. "It's kind of ironic, because her voice sounds so beautiful and the chords are really pretty. It's like when you see a model and they're wearing ugly clothing, and you're like, 'Well, OK. Nice ugly shirt, but your face is still your face,'" Finneas told MTV about the song. "xanny" is slang for the prescription drug Xanax, which is often used recreationally as well. It isn't glorifying it though, it's more about being at a party and everyone around you is smoking or doing drugs and not wanting to succumb to the peer pressures of being around that. "The song’s message is less 'don’t do drugs'; it’s more 'be safe'. I don’t want my friends to die any more," Billie said of the song. It's an observation of the people around you turning into someone they aren't because of that and makes you feel like the odd one out for not partaking in it too. There are also sounds of people talking in the background, so it really feels so atmospheric with the setting they are portraying. 



The first song that was released from this album is called "you should see me in a crown", which is based off of a line from the BBC drama Sherlock, in an episode where Jim Moriarty steals the crown jewel and says "Honey, you should see me in a crown". It's a really dark and moody song, but is also so powerful too. "It's a song about being power hungry, and a power struggle in general. It feels very Macbeth to me. I thought the knife was kind of a Shakespearian take on what really is just her saying, 'give me control,'" Finneas said in an interview with MTV. The incorporation of the Sherlock storyline with her real life is such a cool blend of influences to draw from. She sings, "If you think I'm pretty, you should see me in a crown, I'm gonna run this nothing town" - and she does run this nothing town now! "I just want it to sound like, if you heard it in a dark room, it'd be fucking scary. So terrifying…but that's the goal, is to freak everybody out. My songs have in the past just been sad, and more sad and some more sad and so to write a song that’s kind of almost empowering, that was not even something I ever thought of doing or wanted to do, even," she told Billboard

It set the tone for the rest of the album in such a perfect way, it is both so haunting and captivating to listen to. The blend of trap, hip-hop and electropop influences is executed so well. The music video for this song is also very memorable, to say the least. In the video, she was covered in real spiders, including a tarantula in her mouth - no CGI used! It definitely keeps with the theme of the album being about fears and nightmares - I admire her commitment to the vision!

"all the good girls go to hell" uses Christian symbolism to comment on the state of the world and the desperate need for climate action. It details a scenario in which humans finally realize the damage they did to the environment; it will already be too late to do anything about it. She sings lyrics like "Hills burn in California, my turn to ignore ya, don't say I didn't warn ya" and "Man is such a fool, why are we saving him? Poisoning themselves now, begging for our help, wow". "If there were a God and a Devil, if you believe that there are, the idea that humans have made such a mess of the planet that they’re both talking to each other like, 'What’s going on? Why did they do all of this?” That was an appealing concept," Finneas told MTV of the concept around the song. "'Big hills burn in California.' We grew up here, and one thing about California as a state is that we don’t really have extreme weather in general. There are hurricanes and floods and shit, and we sometimes have earthquakes, but a lot of the time, the natural disasters are not in our backyard. In the last two years, there have been these horrendous wildfires. You could just look out the window and see the skyline on fire. I had this feeling of, 'Oh, we kinda did this.' Especially because, I think, one or both of those fires were man-made, which is so scary." With the accompanying visuals, where Billie herself is depicted as an angel that landed on Earth, which is enveloped in flames and she is covered in oil. It makes such a bold statement about an incredibly important cause. 

Other slower moments still carry that same intensity, just in a different way. A song like "when the party's over" just sounds so ethereal and really showcases Billie's stunning vocal talents. It is a lot more minimalist in the production compared to most of this record, using her vocal harmonies as one of the main instruments. Finneas said this song has "hundreds and hundreds of vocal layers" on Twitter. I view it as a sequel to a song from her debut EP called "party favor", which follows many of the same themes of realizing that the difference between you and the person you are with are too big to overcome. The eighth track on the album, aptly titled "8", also feels like it fits into the "party favor" universe too. 

The songwriting on "when the party's over" is so stellar, it is among the only songs by Billie that Finneas wrote solo. "Conceptually, most of that song came to me on a drive home from the house of a girl I was dating. It's one of those cases where I had left her house kind of for no reason. I just sort of had said, 'Yeah, I gotta go home.' I remember driving home," Finneas recalled in an interview with Vulture. "I remember just having that quiet when I'm coming home, and I'm on my own. 'I could lie, say I like it like that, like it like that.' When you're the one putting an end to something, and you're not actually happy about it, you're not enjoying it, but you feel compelled to for some reason. I feel like there’s kind of a safety in not letting yourself become fully invested in something."

The video for this song is also so insane, if you've seen it, you know what I mean by that. The black inky tears that she cries alone in a bright white room is such powerful imagery that captures the heaviness of this song so well. All of her music videos are like that for me, they do such a great job at bringing the music to life in a visual format. The creative direction of this song as a whole is just such a masterpiece. It's forever going to be one of my favorite songs in her discography for so many reasons.

Another all-time favorite of mine is the ninth track, "my strange addiction".  It is so catchy and Billie has such a coolness to the way she performs it. "My doctors can't explain my symptoms or my pain, but you are my strange addiction," she sings in the infectious chorus. It also features snippets of an episode from The Office called "Threat Level: Midnight" where Michael Scott, played by Steve Carell, reveals that he wrote a James Bond-esque action film. "my strange addiction" is based around a song that was in that film called "The Scarn" and a dance that he does to it. Coincidentally, Michael Scott's character even references someone named Billy in the episode, which ended up being the perfect way to start the song. "No Billy, I haven't done that dance since my wife died", he says at the intro of the track. The rest of the song has samples of other characters from the show arranged in a way as if they are reacting to this song. I love the approach they took with this song and the samples were incorporated so well throughout. "We definitely didn't have clearance first," Finneas told MTV, recalling their initial idea to sample The Office in this song. "I think the vibe and the rhythm of it, she was like, 'This reminds me of that dance they do in The Office, the Scarn.' I was like, 'Oh my God, that's hilarious.' Once we kind of had that parameter, I was like, 'Well, let's throw the audio in,' and, of course, our team was so bummed that we'd had that idea, 'cause then they had to license it. But we were pretty firm on it." The song itself is actually so addictive, it was my favorite song from the very first time I heard it five years ago and to this day I still love it.

Each song is so different from the last, but still feels very cohesive as a body of work. It is evident that there was so much intention behind the placement of each song on the track list in order to give justice to the story being told.  In an interview with MTV, Finneas said that one of their main goals with this record was to "be really self-aware". He continued, "Sometimes you listen to a really good album, but it just feels like 10 songs that someone made and then put them together. We wanted to make songs that were all servicing each other." Songs like "bury a friend" "ilomilo" connect together and reference each other in really interesting way, especially since they are back-to-back in the track list. I kind of view "ilomilo" as the dream to the nightmare of "bury a friend", if that makes sense. It references "bury a friend" quite a few times with lyrics like "the world's a little blurry, but maybe it's my eyes, the friends I've had to bury, they keep me up at night". 

"I like songs that exist with the knowledge of other songs," Finneas said in an interview with MTV. "They're not linked in that they need each other to exist, necessarily, but they're like two different episodes of the same TV show." He added, "Just little fun things like bleeding songs into each other, those make it feel like a full album." That sentiment reminds me of the iconic transition that he would take with Billie's sophomore album Happier Than Ever with "NDA" into "Therefore I Am" too.  

"ilomilo" is based off of a 2010 video game of the same name, where the player needs to reunite the characters Ilo and Milo. The plot of that game ties into the plot of this song too, as Billie explained in a livestream in 2019 that it is about, "losing somebody, or being afraid of losing somebody and it kind of being inevitable. It feels horrible and terrifying. Especially when you lose a person, it's a horrible feeling, so it's the feeling of being afraid."

In an interview with PopBuzz, she confirmed that the final three song titles are arranged in a way to form a message, "Listen before I go, I love you. Goodbye." They are among the most emotionally devastating moments of the record. "listen before i go" is a song I don't often return to because of how heavy it is. Billie has always been very open about her mental health and struggles with depression, especially while they were working on this album, which is what this song focuses on. She is extremely vulnerable in sharing her where she's at mentally. "That was probably the song that was the heaviest debated about whether it would go on the album, because it's so heavy and sad," Finneas told MTV. "We wrote it three years ago, and it kind of kept writing itself. To us, it was sort of about someone doing something that they couldn't take back with an apology. It ended up being this really serious heart-wrecker."

It reminds me of a song that was released about a year later called "everything i wanted", which I have always viewed to be as a reflection of this time and all of the ways her life changed after this album was released. "I had a dream, I got everything I wanted, not what you think, but if I'm being honest, it might have been a nightmare," she sings in "everything i wanted". Just based on what she has talked about in interviews and in her music, she seems to have really come a long way since then and is in a better headspace since this point in her life. I am always wishing the best for her!

"i love you" is the second-to-last song on the album and I truly can't say enough great things about it. It's one of my all-time favorite songs and such a stunning way to close the record. It is an ethereal acoustic ballad, one that is so sincere and heartbreaking at the same time. "It's a thing that I've been trying to write about for a long time - which is, when you fall in love with someone and it's a drag. It sucks to be in love sometimes," Finneas said in an interview with MTV. "It sucks to feel as passionately about someone as you do. There's some lyrics in that song that are just real points of pride for me and for Billie. And then there's elements of the melody that are really beautiful." One of my favorite verses they have ever written is the final part of this song, "We fall apart as it gets dark, I'm in your arms in Central Park, there's nothing you could do or say I can't escape the way I love you, I don't want to, but I love you". If anyone were to ever question her talents, listen to this song - it's such a beautiful song and her performance is among her best yet. 

The very last song is called "goodbye", which is kind of a mashup of a few lines from every song on the album. If WHEN WE ALL FALL ASLEEP, WHERE DO WE GO? were a movie, that would be playing in the ending credits. "That was Billie's idea, and I just thought it was really cool," Finneas said. "The other thing I did was I layered in, really quietly, clips of all the songs on the album and played them backwards. To us, the motif would be 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."

Billie also told MTV News that she wanted to make a song like "goodbye" to act as the definitive conclusion the album because, "I don't like when a song just ends an album and then nothing feels like it's actually over. I really wanted something to feel like a finish line, to feel like a period at the end, you know?"


When listening to WHEN WE ALL FALL ASLEEP, WHERE DO WE GO? with five years of hindsight, I believe we have only just seen the beginning of the impact this album will have. Billie and Finneas were both so ahead of their time with this and even now it seems that they are still just getting started!

If you are interested in purchasing a copy of WHEN WE ALL FALL ASLEEP WHERE DO WE GO?* I would really appreciate if you would do so through my affiliate link here*. It is one of my favorite albums in my collection and I'm sure it will be for you too! Shop more Billie Eilish music here*. 

Thanks for reading! I would love to hear your thoughts in the comment section below! If you are interested in reading more reviews of Billie Eilish's music, check out my review of her sophomore album, Happier Than Ever. Many more are linked below and coming soon!

-Melissa ♡

photo credit: Billie Eilish, Kenneth Cappello, Interscope Records


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