Behind Billie Eilish’s Eerie Album Cover ‘When We All Fall Asleep, Where Do We Go?’

The cover art for When We All Fall Asleep, Where Do We Go? is quintessentially Billie Eilish. Wearing an all-white outfit, the singer sits on a messy bed made of white sheets, a single spotlight illuminating the scene surrounded in darkness. What’s particularly eerie is that Eilish is pupil-less, her eyes completely white, making her look maniacal. Famed photographer Kenneth Cappello is the one responsible for the memorable shot, but it wouldn’t have been possible without Eilish’s input.

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Cappello, who has also photographed Pharrell, Gwen Stefani, Charlie Puth, and many other celebrities, first met Eilish on the set when he shot the cover for her 2017 EP, Don’t Smile at Me. It features a yellow background with a red jumpsuit-clad Eilish sitting on the ground underneath a red ladder. A rope hangs loosely around her neck, and her hands tied. “I was like, ‘She can’t be 15,’ not because of the way she looks, but the way her mind works,” Capello told MTV about meeting Eilish that day. “She’s kind of a step ahead of her age [because of] her thought process, the way she holds herself as a person, the way she speaks, and the way she knows exactly what she wants and she’s not going to waver around that.”

Eilish walked into the When We All Fall Asleep cover shoot with that same sense of confidence and vision. The teen came to the set with ideas and drawings for the cover that seemingly reflect the album’s themes of sleep paralysis, lucid dreaming, and night terrors. “All things that don’t have an explanation,” Eilish described to Zane Lowe. The photographer says that Eilish tried several different poses on the bed during the 12-hour shoot that took place on the singer’s 17th birthday on December 18.

“I knew she wanted it moody,” Cappello recalls. “And I wanted it to feel real, obviously. I wanted it to feel like a door was opening and that was the light coming into the bedroom, like from another room.” He also reveals that the lighting and Eilish’s disturbing eyes weren’t created in post-production, as the singer came in with white contacts to block out her pupils. “She goes all in on everything,” he continues. “She’s not wishy-washy at that point in the creative. She comes with a concept.”

Despite its gripping imagery, the cover underwent minimal editing, as Eilish was intentional about not re-touching the photo to the point where it looked artificial for her young fans buying the album. Cappello adds that what makes the cover so compelling is Eilish’s, “Expression, what she’s trying to get across, the light,” he notes. “It’s like putting a puzzle together. When I work with her it just snaps together right.”

When We All Fall Asleep launched Eilish into superstardom. It spawned the hits “Bad Guy,” “When the Party’s Over,” “Bury a Friend” and others. The album was a worldwide hit, topping charts from the U.S. to Sweden to Australia, including the Billboard 200. It also swept the 2020 Grammy Awards, winning Album of the Year, Best Pop Vocal Album, and Best Engineered Album, Non-Classical.

Photo by Andreas Rentz/Getty Images

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