You know that feeling when you're so obsessed with a project that you just can't let it go? That’s exactly what happened with Sara Bareilles and the Waitress musical. She spent years living inside the head of Jenna Hunterson—the pie-making genius trapped in a soul-crushing marriage—and when it came time to hand the music over to a Broadway cast, she basically said, "Wait, I need to sing these first."
That impulse gave us Sara Bareilles What's Inside Songs from Waitress songs, a record that isn’t quite a cast album and isn’t quite a standard pop album. It’s this weird, beautiful middle ground. Released in late 2015, just months before the show hit the Brooks Atkinson Theatre, it served as a personal roadmap for Bareilles' transition from radio darling to Broadway heavyweight. Honestly, it's probably the most vulnerable she’s ever sounded on tape.
The Story Behind the Flour and Sugar
A lot of people don’t realize Bareilles had never actually written for the stage before Diane Paulus (the director) approached her. She was a self-described "theater nerd" growing up in Eureka, California, but her professional life had been all about the Top 40. Stepping into the world of Adrienne Shelly’s 2007 film was, in her own words, a total "whim" that turned into a life-altering obsession.
She didn't just write the songs; she inhabited them.
The album was recorded at Electric Lady Studios in NYC, and if you listen closely, you can hear that raw, lived-in energy. It’s not polished to death like a lot of modern musical theater recordings. It feels like a late-night session where the artist is finally telling the truth.
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Why "She Used to Be Mine" Changed Everything
If we’re talking about Sara Bareilles What's Inside Songs from Waitress songs, we have to talk about the crown jewel: "She Used to Be Mine."
It was the first song she wrote for the show. It’s the "portal," as she calls it. Interestingly, Sara was going through her own period of self-reflection at the time, which is why the lyrics feel so incredibly biting. You don’t have to be a pregnant waitress in the American South to relate to the line about being "imperfect, but she tries."
That song did something rare. It escaped the "theater" bubble and became a legitimate pop standard. People who have never even seen a Broadway play use it for audition cuts, breakup playlists, and TikTok covers. It’s the emotional anchor of the entire project.
Tracking the Ingredients: A Song-by-Song Breakdown
The album is short—only about 36 minutes—but it packs a massive punch. Unlike the eventual Broadway cast recording featuring Jessie Mueller, this version is stripped back. It’s piano-heavy, soulful, and features some guest spots that make it feel like a true Sara Bareilles studio record.
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The Jason Mraz Factor
One of the coolest things about this specific album is the inclusion of Jason Mraz. Before he ever stepped onto the Broadway stage as Dr. Pomatter, he recorded "Bad Idea" and "You Matter to Me" with Sara for this album. Their chemistry is undeniable. "You Matter to Me" is basically a masterclass in harmony; it’s quiet, it’s tender, and it lacks the "theatricality" that sometimes makes musical theater duets feel a bit much for casual listening.
The Quirkier Side of the Menu
Then you have the weird stuff. "When He Sees Me" is a frantic, anxious spiral about the terrors of first dates. On the album, Sara handles the vocals herself, and her comedic timing is actually kind of underrated. She manages to make a song about "colorblind Oreo-eating masterminds" feel both hilarious and deeply relatable for anyone with social anxiety.
- "What's Inside": The 1-minute intro that sets the "Sugar, Butter, Flour" motif.
- "Opening Up": A high-energy, Ben Folds-style piano jam that captures the grind of service work.
- "Never Ever Getting Rid of Me": A song that is, frankly, super creepy in the context of the story but sounds like a delightful 1950s bop on the record.
- "Door Number Three": A fan favorite that was actually replaced in the later versions of the musical by "What Baking Can Do," making this album the only place to get a high-quality studio version of the original track.
The All-Female Creative Team Legacy
You can't talk about these songs without acknowledging that Waitress made history. It was the first Broadway musical to have an all-female top creative team: Sara on music/lyrics, Jessie Nelson on the book, Diane Paulus directing, and Lorin Latarro on choreography.
There’s a specific "sisterhood" energy in songs like "Soft Place to Land." It captures a very specific female experience—that quiet moment of shared dreaming between friends who are all just trying to survive their circumstances. It’s not "girl power" in a cheesy, commercial way. It’s grittier than that.
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Ranking and Reception: Did It Actually Work?
When it dropped in November 2015, critics were actually pretty surprised. Usually, when a pop star writes a musical, the album feels like a vanity project. But Sara Bareilles What's Inside Songs from Waitress songs debuted at number 10 on the Billboard 200. People actually bought it.
The album earned her a Grammy nomination for Best Musical Theater Album (though she’d eventually win a Grammy later for "Saint Honesty"). More importantly, it proved that Bareilles wasn't just a "Love Song" one-hit-wonder. She was a storyteller who could handle a narrative arc across twelve different tracks.
The "Lost" Songs and Demos
If you’re a completionist, you should know that "What’s Inside" isn’t the whole story. Bareilles later released an EP called What’s Not Inside, which features demos and outtakes. It includes songs that didn't make the final cut of the show or the album, giving a glimpse into how much "scrap" work goes into building a Broadway score.
Writing a musical is basically a giant puzzle. Sara has talked about rewriting the opening number hundreds of times. That labor is why the songs feel so tight. There’s no filler. Every bridge serves a purpose. Every chord change is there to signal a shift in a character's internal world.
Next Steps for the Listener
If you're just discovering this era of Sara's career, start by listening to the studio album What's Inside first to hear her original vision. Then, immediately switch to the Waitress (Original Broadway Cast Recording) to hear how those same songs transform when sung by a full cast. You'll notice the tempo changes and the added dialogue—it’s like seeing a sketch versus the final oil painting. Finally, check out the 2023 filmed version of the Broadway show (featuring Sara herself as Jenna) to see the "Sugar, Butter, Flour" motif come to life on screen.