Musical style 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." Chris Willman of
Variety also noted the album's usage of
dissonance and
distortion, commenting that, "With all its moments of distortion and attitude, tempered by sheer loveliness, and rude and emotional songs about
night terrors and
daydreams,
When We All Fall Asleep, Where Do We Go? feels like a
rock 'n' roll album, even if there's virtually nothing on it that sounds like rock music." 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". Because Eilish draws on a variety 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
When We All Fall Asleep as a genre-hopping pop record incorporating the styles of
electropop,
avant-pop, and
art pop. while
Rolling Stone writer Suzy Exposito found it "full of dressed-down avant-pop with
D.I.Y. immediacy and intimacy" yet still comparable to the
maximalist pop of Eilish's contemporaries
Ariana Grande and
Halsey. In
Tom Hull's opinion, the album's electropop songs have a quality of
catchiness but feature unobtrusive
hooks.
Lyrics and vocals Lyrically, the album deals with the hopes and fears of contemporary youth,
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 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. In 2021, Eilish stated that the album was "almost all fictional". Eilish's vocal style on
When We All Fall Asleep has frequently been described as soft and whispered by music critics.
Neil McCormick of
The Daily Telegraph stated that the singer's 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."
Songs 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-trap song which uses a bass, a
kick-drum, and amplified finger snaps in its production. 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 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 trap-influenced electropop 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? where Eilish sings of her wish that a man she likes is
gay to explain his lack of romantic interest in her. 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." The following song, "
My Strange Addiction", is a bass-heavy pop The next track, "Bury a Friend", has been described as a minimalist
electronica and industrial song, and 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", with lyrics from which the album title originates. The song's beat segues into the eleventh track "
Ilomilo", an electropop cut named after
the 2010 video game, to give the album further cohesion. 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 (with the exception of "!!!!!!!") in its lyrics in reverse order compared with how they appear in the album, beginning with a line from "I Love You" and ending with a line from "Bad Guy", 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." == Artwork and packaging ==