Billie Eilish's 'When We All Fall Asleep': Photographer Kenneth Cappello On Shooting The Creepy Cover Art

He tells MTV News about celebrating Billie's 17th birthday on set

When Billie Eilish's debut album arrives this Friday (March 29), it'll come paired with an image that you've seen before, if you're one of the 15 million people who follow her on Instagram. It shows her seated on a bed, smiling demonically, her pupils whited-out to match her One Flew Over the Cuckoo's Nest-style threads. It's quintessential Billie: dark, unsettling, and, most of all, indisputably cool.

"I know if I'm going to work with Billie, we're going to make cool stuff," says veteran photographer Kenneth Cappello, who shot the stark cover photo. He and Eilish now have something of a working relationship going — he's the same eye behind the cover of her 2017 debut EP, Don't Smile At Me (the one with the yellow background and the red ladder).

"That was the first day I met her," Cappello recalled. "I was like, 'She can't be 15.' Not because of the way she looks, but the way her mind works. 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."

After Cappello and the now-17-year-old collaborated again on a spread for her. magazine, he got the call to shoot the artwork for her debut album, When We All Fall Asleep, Where Do We Go? It's familiar territory for the L.A.-based photographer, who also shot the memorable cover for Lil Yachty's Teenage Emotions.

"It was right up my alley. I like the darker side of things sometimes, and I loved the concepts and the ideas, so here we were again," he said.

Eilish came prepared with some sketches for the cover, no doubt inspired by her obsession with horror movies, as well as the album's themes of night terrors and lucid dreams. They shot it over the course of a long December day at a studio in L.A. — Cappello also shot some press photos for her at the same time — and they tried a bunch of different variations of her sitting on the bed and portraying different emotions.

"I knew she wanted it moody," Cappello said. "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. Kind of spotty. And that's not [post-production]; everything is lit in camera."

Meanwhile, the singer, who occasionally wears contacts that change her eye color, had no pupils or eye color for the photo, just white in her eyes.

"She's all in. Those wide eyes? Those aren't in post, those are contacts. She goes all in on everything," Cappello said. "Just like the EP — she wanted that ladder, and her dad built that ladder. She's not wishy-washy at that point in the creative. She comes with a concept."

Even when it came time to edit the final photo, Eilish had a strong point of view about what she should — and shouldn't — look like.

"She bounced some images back to me that were retouched, and she wanted them less retouched. I was like, 'huh?'" Cappello recalled. "I think she was doing that for certain reasons, with the young ladies, you know? Not to give a false sense of what she looks like."

That insistence on realness and transparency is essentially the basis of Eilish's relationship with her fans. It's a genuine connection that Cappello himself has witnessed, after working so closely with the teenager.

"Her fans are like no other fans I've dealt with. Any time she mentions me on Instagram or she tags me, my Instagram goes fucking bonkers for like three days, with fans DM'ing me nonstop. It's so funny," he said. "I don't know, man, she's a young kid and she's super relatable because a lot of her fans are her age, and I don't think it's always like that. And it's going to be really impressive to see how she progresses."

Given that the photoshoot happened over the course of a long 12 hours, it may come as a surprise that it happened on, of all days, Eilish's 17th birthday. The shoot culminated in a mini-birthday party for the singer, who was surprised with a heck of a present: a new set of wheels.

"That's what she wanted — she got a custom Challenger, blacked-out. They drove the car into the studio at the end of the day with a birthday cake. She couldn't believe it," Cappello recalled. "It was just cool to see the look on her face. Imagine your first car, you don't even know it's coming, it just drives into the studio."

It was a hell of a way to cap off a memorable day, and even better was seeing the final result, which has been plastered across billboards and on the sides of buildings for weeks now. The image resonates, Cappello says, because of "everything, I think. Billie, the expression, what she's trying to get across, the light. It's like putting a puzzle together. When I work with her it just snaps together right."

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