Billie Eilish's When We All Fall Asleep: A Complete Breakdown From Finneas O'Connell

Billie Eilish's When We All Fall Asleep: A Complete Breakdown From Finneas O'Connell




A week right following the release of Billie Eilish's When We All Fall Asleep, Where Do We Go?, her brother, Finneas O'Connell, is trying to recap what he's been up to since the album he produced and co-wrote made its way into the world and onto the top of the charts.


"It's a little bit overwhelming. I group kind of celebrated the album coming out by doing more work," he laughed.


Last week, Finneas, 21, had studio sessions with Camila Cabello and with Father John Misty. On the afternoon of our conversation, he was headed to rehearsals for Coachella, where he'll perform with Billie for the initial time before they embark on a global tour in May. He's also readying the release of a new solo single — he records his own indie-pop music as FINNEAS — for the initial starting week of May.


And, somehow, he had time to unpack his sister's debut LP track by track, answering every burning question we had about the 14 songs that he and Billie made in the tiny bedroom studio of their parents' residence in Highland Park. Settle in, get cozy, and brace yourself for an exhaustive breakdown of When We All Fall Asleep.





  1. "!!!!!!!"



    The quirky, 14-second intro — in which Billie sucks out her dental gear and declares "this is the album" — was place on Earth out of an off-the-cuff moment in the studio, and she and Finneas used it as a way to add lightness to an otherwise heavy album.


    "That little clip of us just cracking up, it made us laugh so hard," Finneas mentioned. "I just thought if we may begin a really dark album with a moment of levity and light — not taking ourselves also seriously — it could make the rest of the album much more impactful for people."


    The siblings' delirious cackle breaks straight into "bad guy," yet originally, the two tracks were going to be mixed as one. "Initially, we had that Invisalign twist at the starting of 'bad guy,'" Finneas explained. "Then we came to our senses and realized that the joke would get old pretty fast, so we cut it into two separate songs."






  2. "bad guy"



    The thrilling, thumping banger has been a fan-favorite track ever since Asleep's release, and it caught the early approval of one Papa O'Connell.


    "My primary memory of making it was, once we had the kick drum and the bass going, our dad came in and was like, 'This is awesome!'" Finneas recalled. "I mean, in the event you make your 61-year-old dad dance around the room, it's quite a validation."


    There's a moment soon following the chorus where the music cuts out and Billie unleashes a wry, assured "duh." It was simply the ideal addition to the song, Finneas mentioned, and he hopes it'll become a big moment throughout their live performances. "We haven't ever played it live, so I don't know how the audience is gonna react, nevertheless I sure hope they all shout 'duh.' That could be great."






  3. "xanny"



    This fuzzy, jazzy ballad takes musical cues from Feist and Frank Sinatra, nevertheless its lyrical inspiration is all Finneas and Billie's. "Neither of us do any illegal substances, and growing up, we just had a lot of companions who really enjoyed being inebriated and smoking a lot," the producer explained. "We'd just be at these residence parties where each person was just smoking cigarettes. You'd sit there, and you're sober and not smoking, and it's a miserable experience."


    In her recent MTV Push interview, Billie mentioned she wanted the distorted, bone-rattling bass to create listeners "feel miserable," and Finneas achieved that by basically making the sonic equivalent of these smoky home parties.


    "I wanted to use the bass to articulate the thickness of cigarette smoke," he described. "And then I got sort of obsessed with SoundCloud rap for awhile, as well as a lot of that is group kind of purposely distorted and clipped in the audio. I wanted to achieve that sound in a really specific way, so I processed Billie's vocal through this compression sidechain off of the bass, and had the vocal get baked in the chorus."


    He added, "It was actually a big point of contention between us and our label 'cause they were alarmed by it. Nevertheless Billie and I both thought that the weirder the chorus would be, the better. It's sort of ironic, because her voice sounds so pretty and the chords are really pretty. It's like once you visualize a model and they're wearing ugly clothing, and you're like, 'Well, OK. Nice ugly shirt, although your face is still your face.'"








  4. "you should visualize me in a crown"



    While Finneas rejected to ID the person whose voice you hear while in the instrumental break on "crown" — "It's a secret; it's totally open to interpretation," he mentioned — he did open up about the sound effect you hear at the onset of the sneering, three-minute power trip. "That's me sharpening a knife," he spilled. "It's a song about being power starved, along with a power struggle overall. It feels very Macbeth to me. I thought the knife was sort of a Shakespearian take on what really is just her saying, 'give me control.'"


    In a song congested with lyrics tailor-made for a mood board, one standout is the callback to Billie's lovestruck breakout, "ocean eyes." Keeping up with the boastful tone of "crown," though, she flips the script by taunting her admirer, "fell for these ocean eyes."


    "That was one of the other things we attempted to do, on an overarching level, with this album, was be really self-aware," Finneas explained. Some days you listen to a really good album, however it just feels like 10 songs that someone made and then put them with each other. We wanted to create songs that were all maintenance each other."






  5. "all the good ladies go to hell"



    in the event you were one of the few astute fans who theorized that this jaunty, stuttering gem was a commentary on climate change, you were right!


    "It completely is. It's certainly about climate change," Finneas confirmed. "We thought it could be fun to write a song from the perspective of the devil, or God, as if they were sort of shaking their head and looking down at human beings fucking up Earth. Like, the pre-chorus is, 'Hills burn in California / Don't mention I didn't warn ya / It's our turn to don't think about ya.' Just group kind of the implications of long-standing obliviousness to your actions. ... It's order kind of looking at humanity like this screw-up, being like, 'Wow, you guys really messed up the planet with this one.'"






  6. "wish you were gay"



    A demo version of this tender, twisted earworm had circulated for years before Billie and Finneas gave it a genuine studio version, and its final form gives it more "oomph," Finneas mentioned. Any time we thought about recording it, I really wanted it to get to this sort of bombastic, triumphant place, sonically. It was crucial to me that it got to an exhilarating climax [with] hefty beats and all these stomps and claps."


    Notably, he also threw in some theatric effects, like canned studio laughter straight out of a sitcom. "I don't really have a justification for that. I just thought it could be cool," he admitted. "There's something weird about it. It's like, we watched all these kids shows growing up, like Suite Life of Zack & Cody and shit. Immediately after a couple episodes, you forget there's a laugh track, although I think it sort of keeps you firm. I'd never heard it done in a song."






  7. "when the party's over"



    Finneas tweeted last year that this pensive, susceptible ballad was "really hard" to record, and that's because "it was just delicate," he explained. "There's nothing hiding in that recording. Everything is very exposed." It took ages to record and adjust those heaps of vocal layers, and even then, nailing down the arrangement proved complicated because they'd played it live — with only a sparse piano accompanying Billie — for so long before that.


    "We made the mistake of playing it live for like, a full year before it came out, which is such a terrible idea," he mentioned. "Like, if people had heard 'bury a friend' live for each year also it sounded fully different than as soon as we produced it — and even if they admired the production — they'd be like, 'I miss the live version.' We were like, 'Man, how do we get the magic of playing this live into a space where it's still interesting to record?' It was an interesting challenge, yet I am very glad that it turned out the way it turned out."






  8. "8"



    On this ukulele-driven number, Billie toggles between her normal languid singing voice and one that's pitched up, angling for attention from an oblivious crush. It sounds like Billie is actually 8 years old, which is simultaneously jarring and enticing.


    "The unique piece of that song is that the reason her voice sounds like that is I just sped it up, and once you fast-forward anything, it speeds up that way, right?" Finneas dished. "And then we recorded versions the way she normally sings to order kind of balance it out. I guess it was a funny experiment that happened to work."






  9. "my outlandish addiction"



    This one's interspersed with audio from an episode of The Office, which makes it, appropriately, that much stranger and more addicting. Once Billie talked to MTV News about this standout track the night her album dropped, she explained that she and her brother ripped the audio from Netflix, never expecting that they'd actually have the ability to use it.


    "It's sort of true," Finneas admitted. "We certainly did not have clearance first. 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 sort of had that parameter, I was like, 'Well, let's throw the audio in,' and, naturally, our team was so bummed that we'd had that idea, 'cause then they had to license it. Yet we were pretty firm on it."


    He continued, "My comparison point — although it's very different in its execution — is [Jay-Z and Kanye West's 'N----s In Paris'], where they sample Blades of Glory. I just remember thinking that was so iconic. I really wanted to do something in that vein. As well as, authentically, Billie and I just enjoy The Office. It's our preference show ever."








  10. "bury a friend"



    In an interview with the New York Times, Finneas broke down the eclectic sound samples he used in this menacing single, which included a staple gun, damaged glass, and his personalized preference, a dental drill. "What a crazy, unpleasant sound to listen to," he mentioned. "I think that was pretty exhilarating, just to find a place for that."


    "bury a friend" became an integral segment of the album, Billie recently told Zane Lowe, partly because it encompassed the themes of night terrors and sleep paralysis that she explores while in. "Billie sort of put that label on it, and it's her label to put on it, frankly," Finneas mentioned of his sister's interpretation of the project. "To me, ['bury a friend'] doesn't tie every song with each other, yet it does have the title of the album in the song, and yes it is sort of a think piece on the direction of sleep paralysis and of nightmares. The complete album... Billie and I describe it differently. I call it a coming-of-age album, because it's about her growing up."






  11. "ilomilo"



    The thumping beat of "ilomilo" — which is named immediately after a 2010 puzzle game where the hope aim is to reunite "Ilo" and "Milo" — is actually introduced while in the final seconds of "bury a friend." Between that and the lyrical reference to "bury a friend" in "ilomilo" ("The companions I've had to bury / They keep me up at night"), some fans have theorized that the two songs are linked in some way, however Finneas mentioned the connection is more about making the album sound cohesive.


    "I like songs that exist with the knowledge of other songs," he explained. "They're not linked in that they require each other to exist, necessarily, yet 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."






  12. "listen before I go"



    The final eleven minutes of Asleep are an emotionally devastating ride, starting with the grim, suicide-referencing ballad "listen before I go."


    "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 mentioned. "We wrote it three years back, also it sort of kept writing itself. To us, it was order kind of about someone doing something that they couldn't take back with an apology. It ended up being this really serious heart-wrecker."


    As for those ambulance sirens that define the end — of the track, and maybe of something bigger — Finneas explained, "We were just thinking of the rooftop line, and we were like, 'Can we make this song sound like we were on a rooftop the entire time?' I think soundscape, overall, has habitually been a really crucial thing to me. There's very few songs on this album that don't have some component of soundscape to them. There's sound that I recorded walking through Central Park at the end of 'i love you,' and just a lot of ambient noise while in the record."






  13. "i love you"



    Those ambient noises do, case in point, pop up on the gorgeous penultimate track — you could hear the faint voice of an airline attendant and the sound of a plane taking off throughout the second verse, as Billie sings about being "up all night on another red-eye."


    "We've traveled so much this year, and we knew exactly what being on an overnight flight is like, where you don't sleep enough, and it's so bright once you get on board, and it's late. That's my preferred segment of that song," Finneas said.


    He had actually revealed in a tweet that "i love you" is one of his preference songs he's ever made with Billie, and he elaborated on that by saying, "It's very straightforward, and also a thing that I've Been attempting to write about for a long time — which is, while you fall in love with someone and it's a drag. It sucks to be in love some days. 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 pretty. A lot of people have mentioned that the melody reminds them of 'Hallelujah,' the Leonard Cohen song. That's one of my main go to songs ever, so anything that they have in normal, I'll take."






  14. "goodbye"



    The two-minute finale takes a piecemeal approach to the album by borrowing one line from each song that came before it. "That was Billie's idea, and I just thought it was really cool," Finneas mentioned. "The other thing I did was I layered in, really quietly, clips all of the songs on the album and played them backwards. To us, the motif could be once you grow up listening to a tape and at the end, you reverse the tape to go back to the starting of the song."


    Billie previously told MTV News that she wanted something like "goodbye" because the conclusion because, "I don't like as soon as whenever 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?"


    Not only that, however "goodbye" also helped Billie and Finneas put a tangible cap on the project, which they'd been loosely working on for almost three years. "Once we had ['goodbye'], we were like, 'Well, that's naturally the track listing, and we'd be crazy to shift that around,'" Finneas mentioned. "Once that happened, we're like, 'OK, this is done.'"













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