When We All Fall Asleep, Where Do We Go? is Billie Eilish's debut studio album which was released on March 29, 2019 by Darkroom and Interscope Records.

The album was a commercial success, topping the charts in countries such as the United States, Canada and the United Kingdom. It was praised by music critics for its subject matter, songwriting & cohesion.

Eilish co-wrote most of the album alongside her brother, Finneas O'Connell, who handled the album's production.


  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

Album Background[]

Billie Eilish and her brother Finneas O'Connell began working on "When We All Fall Asleep, Where Do We Go?" in March 2016 with the track "Listen Before I Go".

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 an Apple Logic Pro X, a Universal Audio Apollo 8 interface and a pair of Yamaha HS5 studio monitors with an H8S subwoofer.

Eilish and O'Connell 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.

On March 20, 2018, Eilish confirmed that she was working on an album and estimated that it would be released towards the end of the year. In July of 2018, during an interview with BBC Radio 1, she announced that the album was expected to be out on March 29, 2019.

By January of 2019, Eilish was in the process of mastering the album.


Eilish's vocal style on the album has frequently been described as soft and whispered by music critics.

Neil McCormick of The Daily Telegraph stated that her 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 Eilish's vocals, with Helen Holmes of Observer citing Eilish'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."

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".

Due to Eilish's wide use 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 the album as a pop, avant-pop, art pop and electropop record.

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.

Eilish 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."

Tracks 1–7

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 and 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 hip hop and trap 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 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.

Tracks 8–14

The album's 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 TV series, "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.

The song 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 in its lyrics, 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."

Album Artwork[]

The cover artwork for "When We All Fall Asleep, Where Do We Go?" was photographed by Kenneth Cappello, with whom Eilish had previously collaborated with for the artwork of her 2017 EP "Don't Smile at Me".

After working with Eilish 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 twelve hours.

Eilish 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," he 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."

Chart Performance[]

"When We All Fall Asleep, Where Do We Go?" debuted at number one on the US Billboard 200 with 313,000 album-equivalent units, of which 170,000 were pure album sales.

The album also attained 137,000 SEA units, which translates into 194 million on-demand audio streams for the album's songs in its first week, thus representing the third-biggest streaming week of all-time for an album by a woman.

In its second week on the chart the album fell to number two, with a 62-percent drop in sales to 118,000 units. It would return to the chart's summit for another two non-consecutive weeks.

As of June 20, 2019, "When We All Fall Asleep" has sold 1,304,000 equivalent album units of which 343,000 of them are pure sales.

In neighboring Canada, the album unseated Nav's album, "Bad Habits" to debut atop its national album chart with 46,000 total consumption units.

After two consecutive weeks at number two, the album returned to the chart's peak with 12,000 total consumption units. It would spend another four non-consecutive weeks in this position.

By the end of June 2019, the album had been certified Double Platinum in the country and was the best-selling record of the year thus far in the country with 174,000 equivalent album units.

In the United Kingdom, it also opened at number one on the country's Official Album Chart with 48,000 combined sales, making Eilish the youngest ever solo female act to top the chart.

After retaining the top spot for a second consecutive week, the album dropped to number two the following week, but immediately returned to the chart's peak 6,000 combined sales ahead of its nearest rival, at this point having been certified Gold by the BPI indicating 100,000 sales in the country.

It is also the sixth best-selling album of the first half of 2019 in the United Kingdom with 200,000 combined sales.

The album entered the ARIA Albums Chart at number one, with six songs from it occupying places in the top ten.

In doing so, Eilish broke Ed Sheeran's record with the most songs with simultaneous placement in this area of the chart. It remained at this position for six more non-consecutive weeks and has since been certified Platinum.

Critical Reception[]

"When We All Fall Asleep, Where Do We Go?" was met with critical acclaim, with praise being directed at its macabre subject matter, cohesion and Eilish and O’Connell's songwriting ability.

Aggregating website Metacritic reports a normalized rating of 81, based on 19 critical reviews.

Neil McCormick of The Daily Telegraph complimented the album's lyrical content and wide range of musical influences, writing that "it sounds modern and old fashioned at the same time."

In a perfect five-star review, NME reviewer Thomas Smith opined that it "ticks all the boxes for a memorable and game-changing debut album" and applauded its fun and original qualities.

Matt Bobkin of Exclaim! remarked that the record displayed "a bold artistic vision and a willingness to move beyond the boundaries of pop conventions" and praised O'Connell's production as "meticulous."

A number of critics applauded Eilish's ability to discuss the sentiments of her generation. Q writer Dorian Lynskey characterized the release as a "surprising, haunting album" that "will speak powerfully both to her peers and to anyone who remembers how youth can sometimes feel like an overwhelming weight."

Neil Z. Yeung of AllMusic named Eilish "an avatar for an audience that deals with similar mental health struggles and growing pains," and suggested that the album pointed to "a bright future that could truly go in any direction, as messy and hopeful as youth can get."

However, Chris Willman of Variety quipped that "you don't have to be under 21, or 71, to delight in real-dealness when you hear it," having dubbed Eilish "the real deal."

Will Hodgkinson, writing for The Times, commended the record's assured nature and added that it "captures one of those rare moments when an artist knows exactly how her audience feels because she feels the same way too."

In her review for Pitchfork, Stacey Anderson credited the album's success to Eilish's "creepy eccentricity" which "helps distance her from the music industry’s historically lewd maceration of teen idols."

Christopher Thiessen of Consequence of Sound praised the album's "impressive cohesiveness and emotional engagement" and claimed that its production "perfectly compliments" Eilish's vocals.

The Guardian's Laura Snapes echoed these sentiments, additionally characterizing O'Connell's production as "compellingly nasty."

Jason Lipshutz, writing for Billboard, deemed the album "often thrilling" despite, even due to, the "flaws [...] intrinsic to its creator's truth".

Conversely, Roisin O'Connor expressed opposite sentiments in her negative review for The Independent; she panned the record as "dull and bloated", additionally critiquing its production as "subpar".

Release & Promotion[]

On January 29, 2019, Eilish teased her debut album on social media for the first time, revealing its artwork and title, and further announced that she would be releasing a new single the following day at 9:00 AM PT.

As stated, a song titled "Bury a Friend" was released on the scheduled date alongside a music video and its parent album's track listing.

The song was praised by music critics, with some reviewers naming it her best song to date. It was also a commercial success, achieving double platinum certifications in Australia and Canada.

She had released several other singles in the previous year, of which two, "You Should See Me in a Crown" and "When the Party's Over", would appear on the album.

"Bury a Friend" was performed for the first time on February 11 at the Kesselhaus in Berlin for the first show of her 2019 European tour. It was later announced that she would perform a set of intimate acoustic shows at the Pryzm club in London on March 7.

On March 3, Eilish posted a snippet of an upcoming single named "Wish You Were Gay" in an Instagram post alongside an announcement revealing that it would be released as the album's fourth single the following day at 9:00AM PT. As stated, the song was released the next day.

Despite attracting controversy over allegations of queerbaiting, the song was also a commercial success and was certified platinum in the United States and Australia. A live video for the track recorded at a show in London that month was shared at the end of April.

On March 16, Eilish performed as a headliner at the South by Southwest festival, singing fourteen songs including the four singles from When We All Fall Asleep accompanied by "elaborate videos" on a rear-end screen. Her performance was well received by critics.

The album was released on March 29 alongside its fifth single "Bad Guy."

To celebrate the record's release, Eilish launched an immersive experience in partnership with Spotify consisting of several rooms, each symbolizing a song off the album, with objects to smell, hear and feel, reflecting the singer's synesthesia.

A music video for "Bad Guy" was shared later on during the day. The song would become Eilish's highest charting single thus far on a number of charts, reaching number 1 in countries including Canada, Norway, New Zealand and Australia and the second spot in the United Kingdom[86] and the United States.

A remix featuring Justin Bieber, who Eilish had been a fan of since her childhood, was released on July 11, having been teased by Bieber in a tweet.

To further promote the album, Eilish embarked on a world tour, which was announced in February 2019.

It would begin in April of that year with two performances at Coachella, the first of which was universally praised by critics, some of whom hailed it as the highlight of the day despite technical difficulties regarding Vince Staples's microphone during his verse on the track "&Burn".

Eilish then appeared at the Groovin' the Moo festival, which took place throughout the end of April and beginning of May. She was also part of the line-up of BBC Radio 1's Big Weekend on May 25 in Middlesbrough.

At the Glastonbury Festival on June 30, Eilish appeared on the "Other Stage" as a warm up for British rapper Dave, backed only by her brother on keyboards, a drummer and a plain, black stage.

Her slot received widespread critical acclaim, with reviewers citing her engagement with the audience and versatile performance as reasons for their praise.