OneRepublic started recording
Waking Up in January 2008, soon after the band moved from
Los Angeles and returned to their hometown
Denver. Unlike
Dreaming Out Loud, which was produced by producer
Greg Wells, the band did all the work themselves, with lead singer Ryan Tedder serving as the primary songwriter and producer through all the album. As an ambition to renew itself, Tedder distanced himself from the traditional
pop structure of the band's debut album and experimented with stripped-down
synthesizers and
cello to create an upbeat
alternative rock style "that is to be the first genre-less band". He took inspiration from the music of
Kanye West,
Paul McCartney, and band's like
Radiohead and
Tears for Fears. To ensure a smooth transition, Tedder sought to create a concept for songs that fit a formula for OneRepublic and would not become the target of comparisons to his work for other artists. He was fed up with the fact that the hit songs from his previous album had become bigger than the band itself, wanting to get away from "the cookie-cutter way of all the fake bands on the radio now — the disposable pop-rock stuff", and used organic instruments to carry out the conception of
Waking Up. Tedder produced all eleven tracks on the standard edition, of which three he self-produced. The first, "Missing Persons 1 & 2", was recorded at the Nine Zero Hotel in Boston and Park Hill Studios in Denver, and is characterized by the use of
dubstep drum loops and
Afro-pop marimba melody. "All This Time" and "Fear" were also recorded at Abbey Road Studios, with additional recording at Park Hill Studios. "
All the Right Moves", "
Secrets", "Everybody Loves Me", "
Good Life" and "Waking Up" were recorded at
Metropolis Studios in London. "Secrets" stemmed from their experimental
sampling of cello from "
Cello Suite No. 1 in G major, BWV 1007" by
Johann Sebastian Bach. Several critics, including
Cross Rhythms Tony Cummings, noted the funk aesthetic behind "Everybody Loves Me", a track which was additionally recorded at MasterMax Studios in Johannesburg and regarded as a favorite from the album by Tedder. Described as the "poppiest song on the album", it was one of the last tracks recorded for
Waking Up, being composed and produced in thirty days, while the chorus was written by Tedder in sixty seconds after the band had completed the idea for the track. "
Marchin On" was self-written and produced by Tedder over the course of three weeks, and was not originally intended to be featured on the album. It is a danceable
Britpop and
synth-pop track, and was recorded at
The Warehouse in Vancouver and was finished with additional recording at Mastermix Studios in Minneapolis. "All This Time" is a sweet
piano ballad inspired by Paul McCartney that features a grand string and violin production performed by
The London Studio Orchestra. "Fear" and "Waking Up" also feature strings from the London Studio Orchestra. While the first is a ballad-heavy song, the title track has two parts; the first is a ringing guitar with
hard rock influence, while the second features the orchestra with slow range. "Lullaby", the closing track of the standard version, is a heart-bruised alternative rock ballad, echoing similarities to
Keane's
Tom Chaplin. == Composition ==