Album Review: Sara Bareilles — What’s Inside: Songs From Waitress

In love with the Hamilton soundtrack but growing antsy for new musical tunes?

No newcomer to the music scene, Grammy-nominated pop musician Sara Bareilles recently released “What’s Inside: Songs From Waitress”. The album is composed of songs from the new musical Waitress, which took Broadway by storm last March, for which Bareilles served as lyricist and composer.

Waitress tells the tale of Jenna, a pie-maker, who becomes pregnant with her less-than-dreamy husband Earl and begins to have an affair with her obstetrician. I saw the musical last year at the American Repertory Theater, and figured it would be interesting to see how the album stocks up. Let’s see what’s inside


1. “What’s Inside” — 8/10

This track has a big responsibility as the introduction to the entire musical, and it meets and exceeds expectations. The track builds gradually but impressively, starting with some amazing panning that creates a mental space that suits a musical perfectly. The musical is about a pie-maker, and the lyrics cleverly introduce this idea without appearing silly or campy. The transition into “Opening Up” is perfect, demonstrating the musical’s fun spirit but also it’s emotional depth.


2. “Opening Up” — 9/10

This peppy opener is perfection and I don’t even know what to talk about first! The lyrics are so quick and clever, giving us insight into a busy diner while simultaneously emphasizing the monotony of waitressing and clueing us in to Jenna’s secret aspirations. The harmonies are so meticulous, and the echoed bridge is perfectly concluded with a quiet moment of introspection before a bare moment of a cappella and clapping builds back into the epic final chorus.



3. “Door Number Three” — 10/10

This song is amazing, illustrating insecurity, indecision and regret beautifully. The repeated piano riff gives way to a deeper chorus, musically and emotionally as Jenna questions her decisions. The hopeful bridge has some of the best melodies on the album, and the snappy ending leaves us wondering what’s going to happen next. While this song was later reworked into “What Baking Can Do,” “Door Number Three” is still one of my favorites.


4. “When He Sees Me” — 10/10

First things first, this song is the realest. It’s quick and hilarious, debating the risks of first dates with potentially colorblind Oreo-eating masterminds, but it also packs a heavy punch about the realities of love: “What if when he sees me, what if he doesn’t like? What if he runs the other way and I can’t hide from it?” Bareilles sings. The music is beautiful, with punctuated rhythms leading into smooth harmonic choruses that echo the singer’s fears and fantasies perfectly. While we worry about rejection, the final chorus shows the duality that we also aren’t ready for things to actually work out: “What if when he sees me I like him and he knows it? What if he opens up a door and I can’t close it?” “When He Sees Me” boldly encapsulates the dangers of love, comically and casually addressing universal truths.


5. “Soft Place To Land” — 8/10

This song is a quiet, dreamy reprieve halfway through the album. The Brian Eno-esque ambience is minimalist, backed up really interestingly with a quiet acoustic guitar. The echoed vocals are glorious, but the harmonies really make the song come to life. “Dreams come and they go, but hold them and keep them and know that you need them when you’re breaking point’s all that you have — a dream is a soft place to land,” Bareilles sings, offering us a gentle nostalgic lullaby.



6. “Never Ever Getting Rid Of Me” — 8/10

This ballad has a 50s barbershop quartet feel, and Bareilles makes it work perfectly for this character. She sings as five characters on the album, and she masterfully portrays Ogie’s socially awkward yet endearing nature: “My only friend was a stray kitty called Sardines — I thought it was hilarious to call a cat a kind of fish.” The song is a little predatory, but this undertone is softened by Ogie’s honest concern and affection and comes off as more earnestly persistent than predatory.


7. “I Didn’t Plan It” — 9/10

Bareilles’s versatility is again demonstrated as she completely changes characters and becomes bolder and brasher, taking a much more pragmatic view. The quiet snappy intro leads into an unapologetic ballad about how life tears apart our idealistic plans and we have to make the best of it: “Look around you — ain’t no saints here, baby. We’re all just looking for a little less crazy. Sometimes it’s a hard left turn down a road you never thought you’d see. But don’t you think dealing blame is a hazard? I’m not the only one who’s dark side has her.” The grungy instrumental bridge gives way to a final chorus that demonstrates Bareilles’s amazing vocal prowess.


8. “Bad Idea” (ft. Jason Mraz) — 9/10

I was shocked when Bareilles partnered up with Mraz for this album, but he is such an excellent addition. The duo perfectly portrays Jenna’s war between temptation and hesitation as she and her doctor fall in love. “It’s a bad idea, me and you. Let’s just keep kissing till we come to,” they sing, before indulging an amazing chorus with amazing syncopated rhythms. The bridge is simply stunning — the riffs Bareilles and Mraz tackle effortlessly are gorgeous, and the tension builds until the final chorus explodes with pent-up emotion.


9. “You Matter To Me” (feat. Jason Mraz) — 10/10

This love song is spectacular in its simplicity. The two sing, “You matter to me — simple and plain and not much to ask of somebody,” eschewing every love song that consists of sappy confessions and declarations of love. Instead, the duo goes for the minimalist approach, simply letting the other person see how much they are valued, and it is all the more effective.


10. “She Used To Be Mine” — 8/10

This reflective ballad was the first single released from the album and must have been confusing given all its pie references. However, in the context of the musical, the song is a brutally honest lament about how Jenna has lost herself. However, the very singing of the song shows how Jenna is self-aware and that she will find herself again. It’s a sad and lonely number, but relevant to all of us and hopeful.



11. “Everything Changes” — 9/10

The hope continues in this track, and concludes the musical beautifully with Jenna’s metamorphosis coming full circle. While in “Opening Up” Bareilles sang, “It’s comforting how some things never change,” the mantra has changed: “Starting here and starting now I can feel the heart of how everything changes when my heart’s wheel now, and all my mistakes they make sense when I turn them around,” the song concludes, leaving us with a happy ending and a newfound sense of wisdom and growth.


11. “Lulu’s Pie Song” — 7/10

This quick closer introducing us to Jenna’s daughter is the album’s epilogue, giving us a glimpse into the future as well as finishing us off where we started with a fresh and hopeful perspective. This song is too quick to have quite as significant an impact as the others, but it’s still a nice end to the album.


Ultimately: 9/10

This album is stunning — Bareilles vocals are unsurprisingly amazing, the instrumentation is beautiful, and the lyrics are quick and clever, even when context is lacking. The addition of Jason Mraz just makes me love an already stellar album even more.


Listen to Bareilles’ version on iTunes or Spotify, or learn more about the musical here.