What’s Inside: Songs from Waitress Album

Artist(s): Sara Bareilles

Cover Art

Sara Bareilles What’s Inside: Songs from Waitress Cover Art

Tracklist

What’s Inside

length: 1:16
producer: Neal Avron
piano: Nadia DiGiallonardo
lead vocals: Sara Bareilles
mixer: Neal Avron
guitar: Blake Mills and Jared Scharff
keyboard: Zachary Rae
drums (drum set): Aaron Sterling
assistant mixer: Scott Skrzynski
electric bass guitar: Jack Daley
composer: Sara Bareilles
lyricist: Sara Bareilles

Sugar, sugar, sugar, butter
Sugar, butter, flour
Sugar, butter, flour
Sugar, butter, flour

My hands pluck the things I know that I'll need
I'll take the sugar and butter from the pantry
I add the flour to begin what I am hoping to start
And then it's down with the recipe and bake from the heart

What's inside, everyone wants to know what's inside
And I've always told them, but I feel something needs to change

You wanna know what's inside?
I could tell you if I wasn't hiding
My whole life is in here
In this kitchen, baking
What a mess I'm making

Opening Up

length: 3:19
producer: Neal Avron
piano: Nadia DiGiallonardo
lead vocals: Sara Bareilles
mixer: Neal Avron
guitar: Jared Scharff
drums (drum set): Rich Mercurio
assistant mixer: Scott Skrzynski
electric bass guitar: Lee Nadel
composer: Sara Bareilles
lyricist: Sara Bareilles
The day starts like the rest I've seen
And all the carbon copy of where I've already been
Days keep coming one on one, and they keep coming

Don't know what I wish I had
But there's no time now
For thinking things like that
I've got too much to do (too much to do)
We've got too much to do, too much to do

Opening up, letting the day in
Pour you a cup and say, "Hello, how ya been?"
Looking around, seeing the same things
It's comforting how some things never change
Never change, never change, do they?

I wouldn't call this place a happy end
But I've been 'round the block and just came back again
Could be worse, so make it work, no place is perfect

Hey, no good in the outside world
Because I feel too much and find it usually hurts
I like the way most of the days look exactly the same

Opening up, everyday starts
Over a cup, served with, "Hello, how ya been?"
Welcoming in, whatever the day brings
More of the same things

Check the clock, tick, tick, tock
Don't stop, serve with a smile, hurry up
Fill the coffee cup, and then in a while
Take a breath, when you need to be reminded
That days like these, we can only do the best we can
And do it all again

It's the heartbeat, the center, the lifeline, you enter

Opening up, letting the day in
Pour you a cup and say, "Hello, how ya been?"
Looking around, seeing the same things
It's comforting how some things never change
Never change, never change and never change

Door Number Three

length: 2:55
producer: Neal Avron
piano: Nadia DiGiallonardo
lead vocals: Sara Bareilles
mixer: Neal Avron
guitar: Jared Scharff
keyboard: Zachary Rae
drums (drum set): Aaron Sterling
assistant mixer: Scott Skrzynski
electric bass guitar: Jack Daley
composer: Sara Bareilles
lyricist: Sara Bareilles
Door number two
It's for you, little lady
Is it all that you dreamed of?
How, if I knew, would've been there waiting
I'd have screamed out and jumped up

Now here I am
With my feet on the sand
And a body that won't move
The tide's coming in
And I'm bound for a swim
In a pair of cement shoes

He takes what he can, what he wants
Doesn't matter if it's ever been given
I took the bait and a chance on a man
Sold by the boy that he lived in

And I was wrong to believe that strength makes you strong
And I had hope in a change I would see in us both
And now I'm heavy
And he lifts me, but never once carried
Door number two I've already walked through

Ask me the question
Who coulda guessed I'd be here at this crossroad?
Plain to be seen that it's all up to me
I'm no longer alone, though

Nothing's changed
And I see it more every day
Nothing moves
It's a game to be played and to lose

And now I'm heavy, unsteady
But maybe I'm getting ready
And this might catch fire and char this ground
I might lift this up
To only be the one who's gonna get let down
Will I be enough to get this on its way to find some higher ground?
Before the waters rush
I've got to make a change or else I know I'll drown

Baby, look around
Door number two I've already walked through
I wanna see what's behind door number three

When He Sees Me

length: 3:51
producer: Neal Avron
piano: Nadia DiGiallonardo
lead vocals: Sara Bareilles
mixer: Neal Avron
guitar: Blake Mills and Jared Scharff
drums (drum set): Aaron Sterling
assistant mixer: Scott Skrzynski
electric bass guitar: Jack Daley
composer: Sara Bareilles
lyricist: Sara Bareilles
I stick with real things
Usually facts and figures
When information's in its place
I minimize the guessing game
Guess what?
I don't like guessing games
Or when I feel things
Before I know the feelings
How am I supposed to operate
If I'm just tossed around by fate?
Like on an unexpected date?

The stranger who might talk too fast
Or ask me questions about myself
Before I've decided that
He can ask me questions about myself
He might sit too close
Or call the waiter by his first name
Or eat Oreos
But eat the cookie before the cream?
But what scares me the most
what scares me the most

Is what if when he sees me, what if he doesn't like it?
What if he runs the other way and I can't hide from it?
What happens then?
If when he knows me, he's only disappointed?
What if I give myself away, to only get it given back?
I couldn't live with that

So, I'm just fine, inside my shell-shaped mind
This way I get the best view
So, when he sees me, I want him to

I'm not defensive
I'm simply being cautious
I can't risk reckless dating
Due to my miscalculating
While a certain suitor stands in line
I've seen in movies
Most made for television
You cannot be too careful
When it comes to sharing your life
I could end up a miserable wife

He could be criminal, some sort of psychopath
who escaped from an institution,
somewhere where they don't have girls
He could have masterminded some way to find me
He could be colorblind
How untrustworthy is that
He could be less than kind
Or even worse he could be very nice, have lovely eyes
And make me laugh, come out of hiding
What do I do with that?
Oh, God

What if when he sees me
I like him and he knows it?
What if he opens up a door
And I can't close it?
What happens then?
If when he holds me
My heart is set in motion
I'm not prepared for that
I'm scared of breaking open
But still I can't help from hoping
To find someone to talk to
Who likes the way I am
Someone who when he sees me
Wants to again

Soft Place to Land

length: 2:58
producer: Neal Avron
piano: Nadia DiGiallonardo
lead vocals: Sara Bareilles
mixer: Neal Avron
guitar: Blake Mills and Jared Scharff
drums (drum set): Aaron Sterling
assistant mixer: Scott Skrzynski
electric bass guitar: Jack Daley
composer: Sara Bareilles
lyricist: Sara Bareilles
Sugar
Sugar, butter, flour
Sometimes I still see her
My mother the dreamer
She'd say, "Nothing's impossible child"

A dream needs believing
To taste like the real thing
Like some stranger you recognize
So pure, so pure, so electric
So sure, so sure, so connected
To those little believers inside
May we all be so lucky

But dreams are elusive
The kind we've gotten used to
Is nothing I can feel
Nothing I can hold, nothing I can have, nothing that I know
Dreams come and they go

But hold them and keep them (but hold them and keep them)
And know that you need them (and know that you need them)
When your breaking point's all that
You have a dream is a soft place to land

May we all be
So lucky
Sugar, butter, flour

Never Ever Getting Rid of Me

length: 2:26
producer: Neal Avron
piano: Nadia DiGiallonardo
lead vocals: Sara Bareilles
mixer: Neal Avron
background vocals: Nadia DiGiallonardo, Christine DiGiallonardo and Daniela DiGiallonardo
guitar: Jared Scharff
keyboard: Zachary Rae
drums (drum set): Aaron Sterling
assistant mixer: Scott Skrzynski
electric bass guitar: Jack Daley
composer: Sara Bareilles
lyricist: Sara Bareilles
I will never let you let me leave I promise I'm not lying
Go ahead ask anybody who has seen me trying, I'm not going
If it seems like I did I'm probably waiting outside
Such a stubborn man you'll likely never meet another
When we have our family dinner you can ask my mother, she's the best
Learn all about her on our family history test

I'm gonna do this right
Show you I'm not moving
Wherever you go, I won't be far to follow oh oh
I'm gonna love you so
You'll learn what I already know
I love you means you're never, ever, ever getting rid of me
You can try, oh, but I
I love you means you're never, ever, ever getting rid of me

I grew up an only child in a suburb of the city
Spent my days alone my only friend was a stray kitty called Sardine
I thought it was hilarious to call a cat a kind of fish
She played hard to get hissing while she scratched me
What she was trying to say was "Ogie come and catch me"
I learned quickly, perserverance stood between a cat and her new best friend, me

Oh, I'm gonna do this right
Show you I'm not moving
Wherever you go, I won't be far to follow, oh oh
I'm gonna love you so
You'll learn what I already know
I love you means you're never, ever, ever getting rid of me
You can try, oh, but I
I love you means you're never, ever, ever getting rid of me
You can try, oh, but I
I love you means you're never, ever, ever getting rid of me

I Didn’t Plan It

length: 3:25
producer: Neal Avron
piano: Nadia DiGiallonardo
lead vocals: Sara Bareilles
mixer: Neal Avron
guitar: Blake Mills and Jared Scharff
keyboard: Zachary Rae
drums (drum set): Aaron Sterling
assistant mixer: Scott Skrzynski
electric bass guitar: Jack Daley
composer: Sara Bareilles
lyricist: Sara Bareilles
Go ahead
Throw your rocks at me
From your little glass house
And then take off running
You're no better than me
We've both made mistakes intentionally

And I won't do what you keep doing
Sit in judgment of a house I ruined
I don't claim to be proud, but
my head wont be hung in shame
I didn't plan it
But the light turned red, and I ran it
And I'm still standing
It's not what I wanted, but now that it's right here

I understand it
A story written by my own hand, it's
life biting right at your heels
I didn't plan it
But it's finally something to feel oh

Look around you
Ain't no saints here baby
We're all just looking for a little less crazy
And sometimes it's a hard left turn
Down a road you'd never thought you'd see
Don't you think dealing blame is a hazard
I'm not the only one whose dark side has her

I didn't plan it
Taking back what's been taken for granted
'Cause I can't stand it
I'm sick of the way I've been waiting to break free
I needed saving
And a good mistake needed making
Maybe you need the same thing

I didn't plan it
Taking back what's been taken for granted
I'm sick of the way I've been waiting to break free
I didn't plan it
But it's finally something to feel
Something to feel, hmm

Bad Idea

length: 3:26
producer: Neal Avron
piano: Nadia DiGiallonardo
lead vocals: Sara Bareilles
mixer: Neal Avron
guitar: Jared Scharff
guest: Jason Mraz
drums (drum set): Aaron Sterling
assistant mixer: Scott Skrzynski
electric bass guitar: Jack Daley
composer: Sara Bareilles
lyricist: Sara Bareilles

It's a bad idea me and you
It's a bad idea me and you
I've never known anything so true
It's a terrible idea me and you
You have a wife
You have a husband
You're my doctor!
You've got a baby coming
It's a bad idea me and you
Let's just keep kissing till we come to

Heart stop racing let's face it making mistakes like this
Will make worse what was already pretty bad
Mind stop running it's time we just let this thing go
It was a pretty good bad idea wasn't it though

It's a bad idea me and you
It's a bad idea me and you
It's a bad idea me and you
Hold me close while I think this through
Umm...
Hmm........yeah
Yeah it's a very poor idea me and you
I've got a wife
I've got a husband
I'm your doctor
My dumb baby's coming
It's a bad idea me and you
Maybe one more kiss will make us come to

Heart stop racing let's face it making mistakes like this
Will make worse what was already pretty bad
Mind stop running it's time we just let this thing go
It was a pretty good bad idea wasn't it though

I know what's right for me
It's the only thing I've ever done
What if I never see
Myself ever be anything more than what I've already become
I need a bad idea
I need a bad idea
I need a bad idea
I need a bad idea
Just one

Heart keep racing let's make mistakes let us say so what
And make worse what was already pretty bad
This secret is safe
No reason to throw it away
When there's love to be had
Hold me tight as I tell myself that you might make sense
And make good what has been just so bad
Let's see this through
It's a pretty good bad idea
Me and you

You Matter to Me

length: 4:11
producer: Neal Avron
guest lead vocals: Jason Mraz
piano: Nadia DiGiallonardo
lead vocals: Sara Bareilles
mixer: Neal Avron
violin: Melissa Tong and Ben Russel
guitar: Jared Scharff
viola: Kallie Ciechomski
cello: Yair Evnine
strings arranger: Yair Evnine and Elizabeth Ziman
drums (drum set): Aaron Sterling
assistant mixer: Scott Skrzynski
electric bass guitar: Jack Daley
composer: Sara Bareilles
lyricist: Sara Bareilles

[Dr. Pomatter:]
I could find the whole meaning of life in those sad eyes
They've seen things that you never quite say but I hear
Come out of hiding I'm right here beside you
And I'll stay there as long as you let me

Because you matter to me
Simple and plain and not much to ask from somebody
You matter to me
I promise you do, you
You matter too
I promise you do you'll see
You matter to me

[Jenna:]
It's addictive the minute you let yourself think
The things that I say just might matter to someone
All of this time I've been keeping my mind on the running away
And for the first time I think I'd consider the stay

Because you matter to me
Simple and plain and not much to ask from somebody
You matter to me
I promise you do, you
You matter too
I promise you do you'll see
You matter to me

[Both:]
And you matter to me
Simple and plain and not much to ask from somebody
You matter to me

[Jenna:]
I promise you do, you

[Dr. Pomatter:]
Come out of hiding I'm right here beside you

[Jenna:]
You matter too

[Dr. Pomatter:]
As long as you have me

[Jenna:]
I promise you do

[Dr. Pomatter:]
Come out of hiding I'm right here beside you

[Jenna:]
You matter too
I promise you do, you

[Dr. Pomatter:]
I do

[Jenna:]
You matter too

[Dr. Pomatter:]
Promise you do
You matter to me

[Jenna:]
I promise you do

[Both:]
You'll see
You matter to me

She Used to Be Mine

length: 4:10
producer: Neal Avron
piano: Sara Bareilles
lead vocals: Sara Bareilles
mixer: Neal Avron
guitar: Jared Scharff
keyboard: Zachary Rae
drums (drum set): Aaron Sterling
assistant mixer: Scott Skrzynski
electric bass guitar: Jack Daley
composer: Sara Bareilles
lyricist: Sara Bareilles
It's not simple to say
That most days I don't recognize me
That these shoes and this apron
That place and its patrons
Have taken more than I gave them
It's not easy to know
I'm not anything like I used be, although it's true
I was never attention's sweet center
I still remember that girl

She's imperfect, but she tries
She is good, but she lies
She is hard on herself
She is broken and won't ask for help
She is messy, but she's kind
She is lonely most of the time
She is all of this mixed up and baked in a beautiful pie
She is gone, but she used to be mine

It's not what I asked for
Sometimes life just slips in through a back door
And carves out a person and makes you believe it's all true
And now I've got you
And you're not what I asked for
If I'm honest, I know I would give it all back
For a chance to start over and rewrite an ending or two
For the girl that I knew

Who'll be reckless, just enough
Who'll get hurt, but who learns how to toughen up
When she's bruised and gets used by a man who can't love
And then she'll get stuck
And be scared of the life that's inside her
Growing stronger each day 'til it finally reminds her
To fight just a little, to bring back the fire in her eyes
That's been gone, but used to be mine
Used to be mine

She is messy, but she's kind
She is lonely most of the time
She is all of this mixed up and baked in a beautiful pie
She is gone, but she used to be mine

Everything Changes

length: 3:39
producer: Neal Avron
piano: Nadia DiGiallonardo and Sara Bareilles
lead vocals: Sara Bareilles
mixer: Neal Avron
guitar: Jared Scharff
keyboard: Zachary Rae
drums (drum set): Rich Mercurio
assistant mixer: Scott Skrzynski
electric bass guitar: Lee Nadel
composer: Sara Bareilles
lyricist: Sara Bareilles
Today's a day like any other
But I am changed
I am a mother
Oh in an instant
And who I was has disappeared
It doesn't matter, now you're here
So innocent
I was lost for you to find
And now I'm yours and you are mine

Two tiny hands, a pair of eyes
An unsung melody is mine for safekeeping
And I will guard it with my life
I'd hang the moon for it to shine on her sleeping
Starting here and starting now
I can feel the heart of how

Everything changes
My heart's at the wheel now
And all my mistakes
They make sense when I turn them around
Everything changes
What I thought was so permanent fades
And I swear I'll remember to say we were both born today
Oh, and it's true
What did I do to deserve you

I didn't know, but now I see
Sometimes what is, is meant to be
You saved me
My blurry lines, my messy life
Come into focus in a tied, maybe
I can heal and I can breathe
'Cause I can feel myself believe

That everything changes
My heart's at the wheel now
And all my mistakes
They make sense when I turn them around
Everything changes
What I thought was so permanent fades
And I swear I'll remember to say we were both born today
Oh, and it's true
What did I do to deserve you
Thank God for you

Lulu’s Pie Song

length: 1:12
producer: Neal Avron
piano: Nadia DiGiallonardo
lead vocals: Sara Bareilles
mixer: Neal Avron
guitar: Jared Scharff
drums (drum set): Aaron Sterling
assistant mixer: Scott Skrzynski
electric bass guitar: Jack Daley
composer: Sara Bareilles
lyricist: Sara Bareilles
Let's make a new one Mama, what do you say?
I love you when you let me pick out the name
Sugar and butter and flour and mother

I think today we'll start with strawberry cream
I'm calling this one: Lulu's Strawberry Dream
Sugar and butter and flour and mother
Sugar and butter and flour and mother

Sugar, butter, flour