Inside the Making of Billie Eilish’s When We All Fall Asleep, Where Do We Go?

“You can think whatever you want about our music. I love that it’s ambiguous.” Photo: Kevin Mazur/Getty Images for iHeartMedia

Finneas O’Connell is having a life-changing week. At just 21 years old, O’Connell has enjoyed promising success as an actor, performer, and producer in the last five years. You might recognize him as the leader of the Los Angeles rock band the Slightlys, or from his role as Alistair in the final season of Ryan Murphy’s beloved high-school art-kid drama, Glee. He’s now slipped into a less-visible role, but his most crucial one yet, as the sole producer of his younger sister Billie Eilish’s captivating debut album, When We All Fall Asleep, Where Do We Go?.

This week, the album O’Connell helped assemble in bedrooms and hotel rooms last year debuted on top of album charts in the U.S., as well as in multiple countries across the globe. At home, Asleep’s 307,000 equivalent unit first-week harvest is the second-largest sales week of the year, landing just 40,000-some-odd units behind the first-week total for Ariana Grande’s meteoric Thank U, Next. Asleep is the first No. 1 album by an artist born in the 21st century. At 17, Eilish is the youngest Billboard 200 chart topper since Shawn Mendes pulled a similar feat at 16 on 2015’s Handwritten.

The success of Asleep might feel like a UFO landing to listeners still new to the sturdy body of work Eilish and O’Connell have pieced together since 2016’s wispy, forlorn “Ocean Eyes,” but the brother and sister’s journey has been a path of self-discovery and creative refinement. Asleep is smarter than your average modern post-genre pop album and stranger than our biggest mainstream singer-songwriter works. The dance tracks are quiet to the point of claustrophobia, and the pop gestures are unusual and almost ironic. “Xanny” tiptoes quietly over pilled-out partygoers wondering what makes them tick. “Wish U Were Gay” plays a story of a doomed crush like a radio jingle. “When the Party’s Over” reimagines a breakup song as a church hymn. When We All Fall Asleep, Where Do We Go? is making an impact because it feels new and unpredictable, and also because the singer, producer, and players have spent the last few years honing their chops to a fine point.

On Monday, I rang O’Connell up as he relaxed in Highland Park, Los Angeles, where he and Eilish were raised, to talk about the making of an international hit album. O’Connell is an affable polymath with a keen sense of humor and an infectious love of his craft.


I didn’t get the Invisalign intro at first, but lately, I think of it as kind of like the seat-belt warning light before a car ride. Does that make sense?
Yeah, that makes sense. It became this kind of running joke with me and Bill, ‘cause we’d record, and she has been wearing Invisalign for like a year-and-a-half now. She’d have it in ‘cause she’d forget, ‘cause she’d get so used to wearing it. But it makes your words sound a little bit messy when you’re talking with it in. It gives you kind of a lisp. So whenever we’d record she’d have to take it out. And I have so much audio of her taking out her Invisalign that I was like, “Billie, this is gonna be your version of the Lil Wayne lighter flick.” You know how when you listen to a new Lil Wayne song he’s lighting up a blunt in the song? I was like, “Bill, this is gonna be your signature sound.”

So we had a sound bite of her taking it out, and we just kind of were joking around about it. When we were wrapping it up, I felt like the album was pretty dark and covered a lot of heavy stuff, with songs like “Bury a Friend” and “Listen” and “Ilomilo.” It was kind of a grim reflection of the time that we’re growing up in. The art that I like that is the darkest … if there’s an element of humor in it, I think I take it even more seriously. It really resonates with me. It was really important with this album to find a sense of humor in the midst of all of this heaviness. So that was kind of the goal with the intro.

“Bad Guy”

This song’s got a cool New York synth-punk feel I wouldn’t have guessed I’d hear on an album like this. Who do you guys look up to musically that people wouldn’t expect?
I think the people we look up to that they would expect are the Beatles. In my lineage and era of music, Lana Del Rey’s really big to us; Coldplay’s really big for me; and bands I grew up on, like Green Day and My Chemical Romance. I think the stuff that people probably wouldn’t expect is that we started listening to music consciously at a really young age. I feel like a lot of the time when you’re growing up, you’re listening to whatever’s being played for you. We were very quickly discerning about what we wanted to hear and what we wanted to listen to. And our dad, especially, was really supportive and helpful in sort of building our ears. I like the New York ’80s synth vibe, but I’d have to admit that it isn’t a genre I’m particularly familiar or well-versed in. I credit the influence of that being strange early 2000s synth-pop that just had really interesting bounce and groove, that was kind of funky in an electronic way.


I like how the sound tells a story as much as the lyrics do. It feels like this song is happening in the middle of a party. I got the sense that the instruments on this one were being played a hair out of time, to get that woozy, drunk feeling.
Billie and I were like, “Let’s just make this, the verse especially, feel so … jazzy.” I don’t know if you’ve ever tried to sing along to a Frank Sinatra record, but you basically can’t. The way he sings …

He had very specific and intentional timing, yeah.
Yeah, he just has this crazy lilt to his voice and it throws everything into this mellow area that I love. So we tried to go with the emphasis of that. And that sort of did help articulate it. Also [most albums use] quantizing, which is basically loading in your MIDI and then having the computer sort of assign grid lines to all of your playing so it corrects it all. I stopped quantizing most of the things I played on this album, because …

That’s what it is!
I like the human component.

It feels like it has a brain.

“You Should See Me in a Crown”

Music nerds are always looking for the autobiographical story behind the song, but I feel like a lot of the songs that you guys are writing are coming from somewhere else. How often does a song come out of someone just obsessing over a concept or fixating on an odd turn of phrase that you heard somewhere?
I think a song like “You Should See Me in a Crown” … once I knew that that was what I wanted to be the hook, I’m just trying to service that hook as well as I can. It has less to do with how to tie in our own truth to that hook as it does, “How can we write the best song that has ‘You should see me in a crown’ as the hook, and what will we have to do to achieve that?”

So sometimes the story of the song is just, “I hear these words and now I have to write a beautiful song around them?”
Exactly, yeah, “I thought of this title. We have to figure out how to justify it.” And then there are songs like “Xanny” that really are very autobiographical to Billie and my experience growing up in L.A.

“All the Good Girls Go to Hell”

I’m hung up on this chorus. It’s a really interesting line, the idea that good and evil deities would have this quiet respect for each other. It’s not one you hear a lot in Western theology. I wonder how your fans are handling the heavier themes in the music.
I think Billie has some of the most engaged listeners I’ve ever met or heard of. I was doing an interview the other day, and the woman that I was being interviewed by was like, “I love all of the fan conspiracies about your music. I read somewhere that some fans think that ‘All the Good Girls Go to Hell’ is about climate change. I love that they think that.” I was like, “That’s ‘cause it is.” You can think whatever you want about our music. I love that it’s ambiguous. But that’s not a conspiracy theory. That’s just true.

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 at this point 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. “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. That’s gotta have an effect.
Exactly. 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. I just loved the idea of God and the Devil being essentially peers, even if they have different agendas, and looking at human beings as this kind of meek group of people and just being like, “What are they trying to do here?”

“When the Party’s Over”

This song is, for what seems to be a breakup song, profoundly emotionally mature. It’s looking out for the other person. But what catches me is that it sounds like a church cantata. It sounds like the liturgical music that you hear in a cathedral. Did you guys grow up around that kind of music or grow up in a church background?
We did, yeah. We didn’t grow up in the church, but we grew up singing in a chorus. And the chorus rehearsed at a church, and we sang in church services often, and it was a big part of our musical upbringing, certainly. Choral music has just always been a huge influence on both of our tastes in music.

It comes through on the record.
I’m glad to hear that. 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, and there’s this freeway in L.A., the 2. I was driving down the 2 back to my house, and it’s a very kind of quiet freeway. It just turns around a mountain. 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.


So “8” was originally called “See Through”? I’ve heard a version with no pitch-shifting or backing instruments, just the raw vocal and the ukulele.
We get really picky about titles of songs, and I think in that case, “8” was a song that we thought we’d be more likely to click on and listen to, if we were just observers of our music, than a song called “See Through.”

How often do you take things you’ve recorded and revamp them?
A lot, a lot, a lot. “All the Good Girls Go to Hell” was a hook that we had sitting around for a long time. And then, I was like, “I love this hook. We’ve gotta figure this out and write some verses to it and flesh it out,” which was really satisfying. We revamp things all the time. The way that “8” happened was, we recorded it, and it was just her and the ukulele. It was very bare-boned and stripped and really slow. Like, so slow. And pretty. I remember saying to her, “We gotta speed this up.” There are a lot of ways to speed up a recording in postproduction. It never quite sounds as real as it would if you just rerecorded it at the right speed. But there are a lot of ways to do it. Instead of trying to make it sound real, I set it up the way that, like, if you turned a 33 RPM vinyl onto 45 RPM, it just sounds faster. The pitch is higher and shit. The whole song’s sped up. I shifted her voice to make it sound like it was playing at normal speed during the choruses. But the whole song, including the uke and everything, is all sped up 20 BPM, which is why it has that strange, kind of kooky feeling.

“My Strange Addiction”

I liked how this one uses guitar strings as a percussion instrument. It’s not the only unusual choice on the record, as far as production goes. Talk to me about getting weird in the studio.
The funny thing is, not that this is a point of pride of mine or whatever, but we just didn’t record almost any of this album in a studio. It’s kind of all done in bedrooms and hotel rooms. The bass line and the drums of “Strange Addiction” are so rigid. They’re just really percussive, and they just go like … [Hums the synth melody.] I just loved that. Once we had that, I was like, “Man, I would love to have something that just feels kind of woozy and floaty over top of it.” I was like, “I could probably do that with a synth.” But sometimes it takes you 15 to 20 minutes with a synth to do what playing one guitar chord would do. So Fender had sent me a Jag, which is a type of guitar they make. It had a whammy bar, so I played the whammy bar and just had the chord kind of droop and go, “Neowowoww.” And I thought that sounded really cool. I’m a little bit obsessed with Nile Rodgers’s guitar playing, so at the end of the song I played this, like … [Hums a funk guitar riff.] Then I shifted it an octave, so it has this crazy, impossibly high feeling that I really liked.

It can take an artist and a songwriter and a producer years to get on the same page. It must help to have grown up together. What would you guys be doing if not for this though?
I often joke that I would be a getaway driver.

I just drive really, really fast. And I’ve never been pulled over.

You have this in common with a lot of musicians.
I like the idea of being involved in a heist without having to hold a gun, ever. That’s pretty cool to me. You’re just like, “Yeah, I just drive.” I’d love to justify wearing those douchey leather driving gloves. I’d love to have a pair of those but get to wear ‘em and not be, like, a huge douchebag. And I think Billie would probably be an equestrian. She’d probably work at a stable with horses all the time. That’s her other favorite thing in the world.

I wouldn’t have guessed.
Yeah, she loves horses. When we go on tour, she’s like, “How can I ride horses on this tour? How can I figure that out?”

“Bury a Friend”

I heard this song in a crowded bar Friday night, and I wondered how it manages to maintain a sense of intimacy even when it’s played really loud. The harmonies are tight and close. The mix is kind of spacious. It doesn’t move like pop music. I’m curious about how you arrived at that sound. Is it a function of where you recorded it and how you pieced it together? Are you thinking, I don’t want anything to sound like everything else?
I have to give credit to her vocal delivery. The beat has got a lot of movement in it, but it’s very subdued in its sonics. It’s not very bright. It’s very dull. And then her vocal delivery is really secretive. I think vocal delivery, more than anything else, articulates how a song sounds. Just the quiet, menacing nature of the way that she’s talking is the reason that it sounds like that.

“Listen Before I Go”; “I Love You”; “Goodbye”

The flow of the last three songs is intense. You have this incredibly dark song, I think, that’s about disappearing. And then you’ve got the love song. Then you’ve got your Wizard of Oz/Dark Side of the Moon conclusion, your dramatic Hollywood ending. Are these three songs telling one story in installments? Or is that reading too much into sequencing?
Well, Billie loved the linear nature of those song titles, just saying “Listen Before I Go, I Love You, Goodbye.” She liked the readability of that. I think in broad terms they are [related]. They’re different sentiments about a farewell. I love stand-up comedy so much. I really love it. But my big complaint about most stand-up comedy is when you watch a stand-up special, or you go see stand-up, they’re doing amazing jokes, and you’re laughing so hard, and then, suddenly, they’re like, “Thanks everybody. Good night.” There’s not really an end, most of the time. There are sometimes. Really amazing stand-ups will do that. But, often, they just kind of are hilarious for an hour, and then it’s over. And I love arc. I love story arcs. I love things that have a conclusion. So I really love that this album finishes and it has this kind of farewell to it. Even “I Love You” is kind of a farewell in a certain way. That was really important to me.

Inside the Making of Billie Eilish’s When We All Fall Asleep