What's Inside: Songs from Waitress

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What's Inside: Songs from Waitress
What's Inside album cover
Studio album by Sara Bareilles
Released November 6, 2015 (2015-11-06)
Recorded 2015
Length 36:45
Label Epic
Sara Bareilles chronology
Brave Enough: Live at the Variety Playhouse
(2013)Brave Enough: Live at the Variety Playhouse2013
What's Inside: Songs from Waitress
Singles from What's Inside: Songs from Waitress
  1. "She Used to Be Mine"
    Released: September 25, 2015

What's Inside: Songs from Waitress is the fifth studio album and fourth major-label album by American singer-songwriter Sara Bareilles, released on November 6, 2015, through Epic Records.[1] The lead single from the album, "She Used to Be Mine", was released digitally on September 25, 2015.[2] It features songs from the musical Waitress, which featured music and lyrics by Bareilles.


In June 2013, it was reported that Bareilles was to score Waitress, a musical adaptation of the 2007 film of the same name.[3] The musical opened on August 20, 2015 at the American Repertory Theater in Cambridge, Massachusetts.[4][5] The production was directed by Diane Paulus and starred Jessie Mueller in the leading role.[6] Bareilles debuted one song from the musical called "She Used to be Mine" during some shows on her Little Black Dress Tour.[7] The show closed on September 27, 2015, and after the successful run at A.R.T., it moved to the Brooks Atkinson Theatre on Broadway in April 2016. Previews began in March 2016 with Mueller retaining the lead.[1] Bareilles took over the lead from Mueller for a 10-week limited run, which began on March 31, 2017, and returned from January 16 to March 11, 2018, with an overlap with Jason Mraz.[8][9]

While writing the musical, Bareilles "fell more deeply in love with the writing of the musical Waitress than I had ever imagined."[1] Her decision to record an album of the songs came because it "proved impossible for me to imagine handing over the songs to the show before selfishly finding a way to sing them myself."[1] She confirmed during a Google Hangout Q & A session in June 2015 that the musical's songs would be reworked "to sound like Sara Bareilles songs."


Bareilles began work on the album in April 2015 at New York City's Electric Lady Studios with producer Neal Avron, who previously worked with Bareilles on Kaleidoscope Heart.[10][11]


On June 27, 2015, Bareilles and Nadia DiGiallonardo performed "She Used To Be Mine" with Rich Dworsky and The Berkshire Boys on A Prairie Home Companion.[12] The album's title was revealed in September 2015.[1]

Critical reception[edit]

Professional ratings
Review scores
AllMusic4/5 stars[13]
The Boston GlobePositive[14]

Stephen Thomas Erlewine of AllMusic rated the album four out of five stars and writes that the songs are "lively, clever, and bold, and further evidence of Bareilles' versatility, elegance, and wit."[13] Additionally, The Boston Globe's Sarah Rodman calls it "a great pop album."[14]

Track listing[edit]

Source: Amazon.com[15]

All tracks written by Sara Bareilles.

1."What's Inside"1:16
2."Opening Up"3:19
3."Door Number Three"2:54
4."When He Sees Me"3:51
5."Soft Place to Land"2:58
6."Never Ever Getting Rid of Me"2:26
7."I Didn't Plan It"3:25
8."Bad Idea" (featuring Jason Mraz)3:26
9."You Matter to Me" (featuring Jason Mraz)4:11
10."She Used to Be Mine"4:10
11."Everything Changes"3:38
12."Lulu's Pie Song"1:11
Total length:36:45


Credits adapted from AllMusic.[16]

Commercial performance[edit]

What's Inside: Songs from Waitress debuted at number ten on the US Billboard 200 chart with 30,000 equivalent album units (27,000 from pure album sales) in its first week of release, giving Barellies her fifth Top ten album.[17]


Chart (2015) Peak
Australian Albums (ARIA)[18] 90
Belgian Albums (Ultratop Flanders)[19] 156
Canadian Albums (Billboard)[20] 63
US Billboard 200[21] 10

Release history[edit]

List of release dates, showing region, format(s), label and reference
Region Date Format(s) Label Ref.
Worldwide November 6, 2015 Epic [15]


  1. ^ a b c d e Gans, Andrew; Viagas, Robert (25 September 2015). "Make it "Mine": Listen to Sara Bareilles Single from "What's Inside: Songs from Waitress"". Playbill.com. Playbill. Retrieved 4 October 2015.
  2. ^ "She Used to Be Mine: Sara Bareilles: MP3 Downloads". Amazon.com. ASIN B015RP4XAK. Retrieved 5 October 2015.
  3. ^ "Sara Bareilles to Score New Musical Adaptation of Waitress, Directed by Diane Paulus". Broadway.com. 9 June 2013.
  4. ^ "Sara Bareilles' 'Waitress' Musical To Debut In August". Billboard. Billboard. Retrieved 21 April 2015.
  5. ^ Manly, Lorne. "'Waitress' Musical Sets the Table for Broadway". Retrieved 2016-07-05.
  6. ^ "Jessie Mueller to star in Sara Bareilles's 'Waitress'". Gulf News. Al Nisr Publishing LLC. Retrieved 21 April 2015.
  7. ^ "Sara Bareilles - "She Used To Be Mine" from Waitress - Berkeley, CA 8/14/14". YouTube. Just Jared. Retrieved 21 April 2015.
  8. ^ "Sara Bareilles to Star in 'Waitress' on Broadway". Rolling Stone. Retrieved 2017-03-01.
  9. ^ http://www.playbill.com/article/sara-bareilles-extends-run-in-broadways-waitress
  10. ^ Bareilles, Sara. "This is happening". Instagram. Retrieved 21 April 2015.
  11. ^ Scharff, Jared. "My home last week at Electric Lady Studios..." Instagram. Retrieved 21 April 2015.
  12. ^ "She Used To Be Mine - Sara Bareilles and Nadia DiGiallonardo - 6/27/2015". YouTube. Retrieved 29 June 2015.
  13. ^ a b Erlewine, Stephen Thomas. "What's Inside: Songs from Waitress - Sara Bareilles — Songs, Reviews, Credits, Awards". AllMusic. All Media Network. Retrieved 23 October 2015.
  14. ^ a b Rodman, Sarah (5 November 2015). "Album review: Sara Bareilles, 'What's Inside: Songs from Waitress'". The Boston Globe. John W. Henry. Retrieved 6 November 2015.
  15. ^ a b "What's Inside: Songs from Waitress: Sara Bareilles: MP3 Downloads". Amazon.com. ASIN B0169ARSU4. Retrieved 13 January 2016.
  16. ^ "What's Inside: Songs from Waitress - Sara Bareilles - Credits - AllMusic". AllMusic. All Media Network. Retrieved 9 November 2015.
  17. ^ Caulfield, Keith (15 November 2015). "Chris Stapleton Spends Second Week at No. 1 on Billboard 200 Albums Chart". Billboard. Prometheus Global Media. Retrieved 15 November 2015.
  18. ^ Ryan, Gavin (November 14, 2015). "ARIA Albums: Elvis Presley Has the No 1 Album in Australia Again". Noise11. Retrieved November 14, 2015.
  19. ^ "Ultratop.be – Sara Bareilles – What's Inside: Songs from Waitress" (in Dutch). Hung Medien. Retrieved November 14, 2015.
  20. ^ "Sara Bareilles Chart History (Canadian Albums)". Billboard. Retrieved November 17, 2015.
  21. ^ "Sara Bareilles Chart History (Billboard 200)". Billboard. Retrieved November 17, 2015.