When I first heard that Sara Bareilles was writing the music and lyrics for a stage adaptation of the 2007 film Waitress, I was initially disappointed; not because I’m not much of a musical theater fan, but because after two years of waiting for a sign of new music following the wonderful The Blessed Unrest, I figured this would mean an extended break before the follow-up record. Indeed, this also ignores the fact that she wrote a freakin’ book this year as well, which I own but haven’t yet gotten into. Well, surprise, surprise! Instead of releasing an album of new “original” work, Sara has taken the work she wrote for Waitress and reimagined it in her own style, her fourth studio album What’s Inside: Songs From Waitress. It’s immediately apparent that these songs belong on stage, and in this write-up I will often allude to their place in what I imagine to be the narrative of the musical. I have not seen either the film nor the adaptation so anything plot-related is based solely on what I infer from the lyrics and feel of the music. Let’s dig in, shall we?
- What’s Inside: Sugar, butter, flour. A single spot on a solo Sara singing these three words, popping in and out, each of them on a different channel. Her voice is excellently suited for this kind of a Capella instrumentation, the syllables acting more like keys on a piano than words. A descending motif built around a D-major piano chord enters over with Sara bringing the lead vocals on top of the circling a Capella base. It’s emotive, calming, warm — literally stage-setting. A nearly perfect introduction; I just wish it were longer.
- Opening Up: Immediately showing up as the words of the previous song fade away, a pounding, rushing piano chord brings the stage lights all the way up. Like many of this album’s offerings, this one is the first I find heavily reminiscent of Ben Folds. The shift into the A-minor chord during the second verse and the chorus away from the D-major key raises my neck hairs; she does this throughout the album. To me that’s a common characteristic of Broadway songs, though my knowledge is so lacking that I cannot verify that with any substantive evidence. “Opening Up” is immediately enjoyable. The chorus is infectious and gets my toes a-tappin’ and my fingers a-snappin’. (Where did that come from?) The lyrics whack me in the face with their relate-ability. It’s comforting how some things never change… A bridge of a Capella chants and snaps relaxes the urgency until it builds for one more go at the chorus. My favorite song from the album, though it’s a close race.
- Door Number Three: Staccato piano and scattered percussion bring in the next song. Echoing hand claps and wandering bass fill in below Sara’s introspective lyrics. The verses illuminate the crisis within our protagonist that sets her on the path away from the monotony described in “Opening Up.” Drums enter and the piano fills in, damping pedal down. Suddenly, it’s as if we’re back in 2007; this sound would fit in perfectly on Little Voice. This type of transition is something Sara does masterfully, switching the chords into an uplifting progression, vocals flipping from short quick words into soaring sustained notes. The Little Voice sound is especially apparent in the outro bridge, amid a shimmering piano riff over forceful rising bass octaves.
- When He Sees Me: Despite the stage lights imagery, this is the first song that feels especially like it belongs in a musical. Minimal piano and subtle electric accompany a speak-singing Sara, pauses breaking up the flow of the verses. It’s scattered and quick, conveying the fluttering, distracted thoughts within our protagonist’s head. The lyrics are tremendous, showcasing Sara’s sense of humor and wit, again for the first of many times within the album. A tight harmonic vocal is used as the song’s title is sung, reminiscent of the style of Once Upon Another Time, one which will pop-up throughout this album as well. One thing I really love about this song is that at the point when the worried thoughts shift to good ones, the music slows and becomes more gentle. Oh god. Musical theater 101.
- Soft Place to Land: Simply an acoustic guitar over which Sara reprises the “sugar, butter, flour” leitmotif of the opening. This feels like the end of the first act. It’s minimal and the vocals are airy, Sara sings in response and harmony to and with herself. Light electric guitar and bass round out the band. The sliding, reverberating style of the guitar is similar to old-school Coldplay; in fact this entire song, if sung by Chris Martin, would perhaps not be out of place on Parachutes.
- Never Ever Getting Rid of Me: A januty, bouncing piano brings us into the next act. This song is hilarious and I love it so much. A backing choir of “ooo”s shepherds the chorus over the piano, growing ever more detuned. There’s some incredibly Beatles-esque about this short little piece, from the way the chords lift, the vocals behind the choruses, the falling voices harmonizing with the word “Sardine.” Replace Sara with Paul McCartney and you’ve got something from The White Album. Hyperbolic? Maybe. Can you feel it too? I hope so. It’s a short song, but after it’s over you can hear a smattering of cheers and applause. It’s not like The Beatles ever did that, did they? Easily another favorite from the record.
- I Didn’t Plan It: Immediately this draws upon the sound of Kaleidoscope Heart. Soulfully sung melodies and pop-bluesy piano riffs lead into a dense, thick chorus. It’s got an incredibly full palette, bassy and echoing with toms. The bridge brings in a very jazzy guitar, which is different. The melodies of the chorus have a distinct night-feel to me, like something one would hear strolling city streets after dusk. It’s also almost reminiscent of Andrew McMahon’s latest. So far through the album, it might be the song that stands on its own the most.
- Bad Idea: Steady drums and piano drive this tongue-twisting, rapid-fire song of lust and adultery. It’s a fun (adultery aside) duet between Sara and Jason Mraz, who is one hell of a harmonizer. Their interplay is excellent, interesting and flawlessly performed. As the chorus enters, the C♯-major keyed song slows upon a warm E major chord, lifting into an F# major to resolve. There’s always something that draws me into a song, and this was the moment upon first listen that really pulled me into it; a gentle, necessary break from the racing of the verses. A floaty bridge of swirling vocals sails into the clouds, coming back Earth in a return to the fast heartbeat pace of the chorus. The wordplay of the lyrics demands multiple listens, to say nothing of the music. A definite standout track.
- You Matter To Me: Once Upon Another Time piano chords (“Bright Lights and Cityscapes”) and melody, but sung by Jason Mraz. Alone. As someone who listened to this album for Sara, this was a bit jarring. She doesn’t enter until 80 seconds into this one. It’s the presumed narrative low point of the musical, perhaps the beginning of the third act. The solo piano is accompanied out by a lush string quartet, using a Ben Folds-evoking arrangement. It’s slow and lovely; clearly a song for Broadway but not really for me. Maybe it will grow on me. Maybe I should learn to sing the harmony…
- She Used To Be Mine: Slow, solo piano and Sara. This song is a heavy hitter. It begins on F, the same chord as “December” from The Blessed Unrest, except instead of moving upward toward A-minor and C-major, it slowly lowers down, bass falling away down to C/E and D-minor. Emotional and melancholy, the lyrics describe the thoughts of our protagonist as she reminisces about her past self. It’s tinged with regret, but ultimately hopeful (thanks, B♭-major chord). It’s a very simple four-chord song (mostly), circling around F, C, D-minor and B♭-major, with slight variation in the bass between verse and chorus. When the second verse hits an inflection point, the F, instead of lowering to C, jumps up to A-major. This is followed by the D-minor in a reversal of the neck-hair-raising shift in “Opening Up.” Brushed drums and bass build as Sara’s vocals grow stronger through the second chorus. Her powerful melody draws similarities to that of “Sway” from Once Upon Another Time, another soulful song of longing. “She Used To Be Mine” is simple, but incredibly powerful, another clear standout from Waitress.
- Everything Changes: Fluttering chords and a melody more-or-less stolen from “Gravity” bring another set of bookends to the album. “Opening Up” sang of how it’s comforting how some things never change; enter “Everything Changes.” It may not be comforting, but there’s no song that sounds more hopeful or uplifting than this on the album. When I first listened through, I didn’t remember a single thing about this song. After repeated listens, I noticed it’s not the melody or the music that gets me, but the lyrics. It’s a long story, but it almost feels as if this was written for me. It just works on so many levels. Thank god for you.
- Lulu’s Pie Song: Bright piano, the timbre betraying the fact that we’ve shifted our narrative from the point of view of the protagonist to that of her daughter. It’s juvenile and optimistic. Sugar, butter, and flour return to close out the album, but not before Sara throws in another musical twist: the E♭-major chord around which the song is built is surrounded by a cold A♭-minor before resolving back to E♭-major at its conclusion. It’s a heartwarming exit with a slight crack in the resolution, closing the album a half-step higher than it began. The circle has completed and now we’ve stepped forward to begin another.
It’s hard to really judge this album on its merit as a Sara Bareilles record. It’s musically cohesive, follows a clear narrative arc, recycles motifs, and even employs (perhaps intentional) callbacks and nods to previous songs. Having listened to it several times and always all at once, I imagine that it might be difficult to enjoy each of these songs on their own, out of context. Some to me rely on their placement within the narrative, while others “She Used To Be Mine,” “Never Ever Getting Rid of Me” for example, shine on their own. It’s not a problem, really, just something that differentiates this record with her previous catalog. Speaking of, I heard no obvious callbacks to The Blessed Unrest, which in retrospect is truly a vastly different Sara Bareilles album, but also my favorite for a multitude of reasons. Again, not a problem, just something I missed. It’s been an interesting November for me so far — emotional but optimistic. This album really penetrates into and resonates within that space inside me, making me beam a smile and skip as I go down the street, or choking me up with its melodies, within the span of 35 minutes. It’s a really, really great record. Sara’s voice is as flawless as ever. In one way or another, I will have to make my way to Broadway to see it performed on stage.