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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.The lead single from the album, “She Used to Be Mine”, was released digitally on September 25, 2015.

In June 2013, it was reported that Bareilles was to score Waitress, a musical adaptation of the 2007 film of the same name. The musical opened on Agust 20, 2015 at the American Repertory Theater in Cambridge, Massachusetts.The production was directed by Diane Paulus and starred Jessie Mueller in the leading role. Bareilles debuted one song from the musical called “She Used to be Mine” during some shows on her Little Black Dress Tour. The show closed on September 27, 2015, and after the successful run at A.R.T., it will move to the Brooks Atkinson Theatre on Broadway in April 2016. Previews will begin in March 2016 with Mueller retaining the lead.

While writing the musical, Bareilles “fell more deeply in love with the writing of the musical Waitress than I had ever imagined.”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.” 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.”

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.” Additionally, The Boston Globe’s Sarah Rodman calls it “a great pop album.”


01. Whats Inside
02. Opening Up
03. Door Number Three
04. When He Sees Me
05. Soft Place To Land
06. Never Ever Getting Rid Of Me
07. I Didnt Plan It
08. Bad Idea
09. You Matter To Me
10. She Used To Be Mine
11. Everything Changes
12. Lulus Pie Song

3½ stars