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When She Loved Me

"When She Loved Me" is a song written by American musician Randy Newman and recorded by Canadian singer Sarah McLachlan for Pixar's animated film Toy Story 2 (1999). The song is sung by the character Jessie, a toy cowgirl, as she reveals her backstory by reflecting upon her defunct relationship with her original owner, by whom she was outgrown. Heard in the film during a flashback sequence, the filmmakers decided to incorporate a song into the montage during which Jessie details her backstory to Woody after multiple attempts to show the character relaying her experience verbally proved unsuccessful.

"When She Loved Me"

November 24, 1999

1999

The Warehouse Studio (Vancouver, British Columbia)

3:05

  • Newman
  • McLachlan

Newman initially felt that the song was inappropriate, doubting that young children would be interested in it; he changed his mind after screen tests showed optimistic results. The song was offered to McLachlan after Newman and the filmmakers agreed that the ballad was more appropriate for a female artist. Despite some hesitation from her management, McLachlan greatly enjoyed the ballad and agreed to record it upon hearing Newman's demo, finding herself drawn towards its melancholy nature. Musically, "When She Loved Me" is an emotional pop ballad backed by simple piano accompaniment. Various interpretations of the song's lyrics and themes have been offered; while written primarily about the pain felt upon losing a platonic friend, "When She Loved Me" has also been interpreted as a love song, while some music journalists consider the track to be a metaphor for children inevitably growing up and becoming independent from their parents.


"When She Loved Me" has garnered critical acclaim from film and music critics, who found the song to be both moving and heartbreaking, praising Newman's songwriting and McLachlan's vocal performance. "When She Loved Me" won a Grammy Award for Best Song Written for a Motion Picture, Television or Other Visual Media. The song was nominated for Golden Globe and Academy Awards for Best Original Song. "When She Loved Me" has since earned a reputation as one of the saddest sequences in both Pixar and Disney films, as well as one of the saddest film songs ever written. The song has been covered by several artists, including Steve Tyrell, Bridgit Mendler and the musical group Steps.

Context and use in Toy Story 2[edit]

Serving as a "haunting soundtrack to Jesse's[sic] tale of abandonment",[19] "When She Loved Me" is Toy Story 2's main song,[20] and plays over a montage showing of Jessie and her former owner Emily.[21][22] Heard approximately midway through the film,[22][23] the song is sung in-character and off-screen by Jessie during a flashback during which she recalls the moment she is abandoned by Emily,[4] reflecting upon their once-loving relationship and the good times they shared until Jessie is gradually outgrown and ultimately donated to charity in a cardboard box.[11][20][23][24] The montage was animated by Tasha Wedeen.[25] According to co-director Ash Brannon, the scene is "an example of perfect animation casting".[26] In addition to the sequel having more female animators than Toy Story, Brannon found it helpful that a woman animated Jessie, elaborating, "Tasha animated ["When She Loved Me"] and I don't think anybody could have done her better."[26] Specific lighting effects and filters were used throughout the sequence to complement its mood,[27] including sun-kissed lighting.[28]


Earlier in the film, Woody is stolen from a yard sale by Al McWhiggin, a toy collector,[29][30] in order to complete his collection of vintage Woody's Roundup toys.[29] A Japanese toy museum is willing to purchase Woody and the rest of the retired Woody's Roundup cast for a lucrative sum,[30] each of whom have become collector's items since the show's cancellation.[31] Most of the toys long to travel to the museum in order to avoid spending their remaining lives in storage,[32] but Woody is hesitant, and the museum will only accept the toys as a complete set.[31] Jessie is particularly adamant that it would be best to relocate to the museum.[33] While Woody explains that he is eager to return home to his rightful owner Andy, preferring to be loved while risking damage and abandonment as opposed to being immortalized in a museum,[34] Jessie finally reveals that she herself once had an owner much like Andy by whom she was treasured, before ultimately being discarded.[35] Before the song begins,[36] Woody tells Jessie about his relationship with Andy, which prompts her to share her own embittered experience with Emily,[37] the only person she had ever truly cared about.[38] Seated on a window sill,[39] Jessie perfectly interprets Woody's feelings for Andy: "when [Andy] plays with you it's like, even though you're not moving, you feel like you're alive, 'cos that's how he sees you",[36] Describing Emily as her "whole world",[37] Jessie proceeds to explain to Woody both the joys and tragedies associated with being loved by a child,[5][34] having once been Emily's favorite toy before her interests change as she grows older, turning towards music and makeup instead,[40] and increasingly neglecting Jessie in the process,[41] including forgetting her underneath her bed.[42] Emily's cowgirl-themed possessions are gradually replaced with makeup and music albums.[29] Before the scene ends, it offers Jessie (and audiences) a moment of false hope by showing the doll being rediscovered, retrieved from underneath Emily's bed and held as though she is about to be played with once again,[43] only to be placed inside a cardboard box and left on the side of a road to be donated to charity.[40][44] Jessie believes all toys eventually "outlive their usefulness"; to her, the idea of relocating to Japan "means that she will provide pleasure again and have some purpose in life."[20] Sky TV described the scene as "Jessie's wistful trip down Memory Lane".[45] The song also develops Jessie and Woody's relationship; Jessie finds the courage to tell Woody her story,[33] explaining her apprehension towards the idea of having an owner,[46] while Woody becomes a compassionate listener by learning about how she had become a collectible in the first place.[33][40] Jessie's sadness is used "as the anchor to keep Woody in place",[47] making him torn between which decision to make upon listening to Jessie's story.[48] Later in the film, Jessie must make a choice of her own to either forsake immortality in favor of being loved by a child once again.[28] BBC Online summarized the song's use in the film as "girl meets toy, girl loves toy, girl grows up, toy is left out for recycling."[49]


Slant Magazine's Aaron Cutler identified "When She Loved Me" as one of the "few moments of melancholia" amidst an otherwise "sweet and light" film.[50] Describing the song as "a fundamental Disney moment", Lasseter himself explained, "It's like Walt [Disney] once said, for every laugh there should be a tear and for every tear a laugh."[51] During this song, the audience learns about the origins of Jessie's "deep abandonment issues".[52] Paste contributor Tim Grierson expressed that the toy "isn't just singing ... she's expressing a very human fear of abandonment that's backed up by decades of [Randy] Newman's previous scarred protagonists."[53] On the Track: A Guide to Contemporary Film Scoring author Fred Karlin agreed that the song "gives Jessie's statement not only a specific emotionality, but also a universal one."[5] Daly described "When She Loved Me" as the "weepiest moment" in the Toy Story trilogy,[4] while Michael Mallory of the Los Angeles Times believes that both the song "encompasses the film's key message".[26] By exploring the doll's character,[54] film critic Roger Ebert wrote that the song proves that Jessie "does get the blues", despite her "spunky and liberated" personality.[42] Contributors to the book Toy Story: How Pixar Reinvented the Animated Feature found "When She Loved Me" to be the "tragic inverse" of the series' theme song "You've Got a Friend in Me" due to its melancholy tone and outlook.[36] Set nearly in the center of the original Toy Story trilogy, GamesRadar+ contributor Simon Kinnear identified the scene as "the point where the series truly grows up, shifting from a tale of childhood imagination to a mature reflection on growing up."[46] The Nashville Scene opined that although "The scene is shot from a toy's point of view ... the primal fear it expresses—of fading from a child's memory as he or she grows older—is only too parental."[55] Similar, Consequence of Sound contributor Allison Shoemaker wrote "The sequence manages to convey not only the ache of being left behind by someone you love, but the inevitable tragedy of growing up (and getting old). We all leave our childish things behind."[56]

Music and lyrics[edit]

"When She Loved Me" is a pop song with light country influences that lasts a duration of three minutes and five seconds.[57][58][59][60] Written in the key of F major, "When She Loved Me" is performed "tenderly" and "very freely" at a tempo of 75 beats per minute.[61] A piano ballad,[62] the song uses simple background accompaniment.[57] Its melody has been described as "sad" and "aching".[63] Sean Daly of the Tampa Bay Times described the ballad as a song that "captures the beauty of growing up and, for parents, the beauty of letting go".[4] Newman himself described the song as a "slow ... and sort of grown-up emotional" track about the difference between feeling loved and unloved.[5] CD Universe compared the ballad to the works of composer Aaron Copland and singer Fats Domino.[64] According to Ellen A. Kim of Hollywood.com, "When She Loved Me" is a simple, somber song that McLachlan performs with "aching wistfulness".[65] Similarly, Mary Colurso of AL.com called the track a "wistful ballad".[66] BBC Online observed that, unlike Newman's previous film compositions that use tempo to convey emotion, Newman instead enlists McLachlan "to sing the eternal ache of being abandoned".[49] Ben Pobjie, a writer for Medium, observed that the singer's "silken Canadian pipes turn a desperately sad song into a real wrist-slitter," comparing it to Newman's own "I Will Go Sailing No More" from the first film.[67] According to Brad Green of Urban Cinefile, the ballad is a lament about "platonic, unconditional and enchantingly innocent love", themes he believes are seldom explored in mainstream pop music.[58] According to Ellen Hunt of The Guardian, "When She Loved Me" most closely resembles Newman's own work outside of Pixar.[68]


The term "heartbreaking" is often used to describe the song;[23][69][70][71][72] Arkansas Online deemed the track "bittersweet".[73] Described as "a heart-wrenching lament about being left behind",[47] the song's lyrics begin, "When somebody loved me, ev'rything was beautiful."[61] McLachlan movingly sings the line "I was left alone. Still I waited for the day when she'd say I will always love you."[35] Despite having been written about "that fragile bond between child and favorite toy",[74] the song's lyrics are open to universal interpretations.[5] Richard Walters, editor of the book The Singer's Musical Theatre Anthology - Teen's Edition: Tenor, believes that the song "takes on a different meaning" in the event that it is separated from the plot of the film and performed by a male vocalist.[21] Thomas S. Hischak, author of The Disney Song Encyclopedia, wrote that "When she Loved Me" is a "heart-tugging torch song" about losing a friend as opposed to losing a romantic interest.[41] However, Hischak said that the "simple but moving" song can also be interpreted as a love song out of context.[41] On the Track: A Guide to Contemporary Film Scoring author Fred Karlin agreed that the ballad "works in the most general way to express emotions anyone can relate to", despite originally being a personal statement by one of the film's main characters.[5] J.W. Pepper & Son described the ballad as a "tender love song".[75] Film critic Peter Bradshaw, writing for The Irish Times, wrote that he only "realised that the song is a parable for the parents' fear of abandonment by their children who won't want to play with them when they grow up" after becoming a father himself.[76]

Impact and legacy[edit]

NewNowNext ranked "When She Loved Me" the second greatest song of McLachlan's career, crediting its Academy Award nomination to her "heartfelt interpretation".[124] The song's sad tone has frequently drawn comparisons to McLachlan's television commercials for the American Society for the Prevention of Cruelty to Animals (ASPCA). Ranking "When She Loved Me" first on their "Definitive Ranking of the Saddest Pixar Moments", CollegeHumor's Willie Muse joked that McLachlan used "When She Loved Me" to make listeners cry "Long before she was singing background vocals for images of dogs being abused".[38] Uproxx identified "When She Loved Me" as one of Pixar's "Moments ... Guaranteed To Make You Weep", about which author Josh Kurp wrote embodies "the thought and mindfulness ... put into Toy Story 2", calling it "almost as sad as Sarah McLachlan's ASPCA commercial."[125] Ranking the montage the 7th of "17 Disney Moments That Never Fail to Make You Sob", Jenna Mullins of E! News also likened the scene to the singer's ASPCA commercials.[19] Similarly, John Boone of Entertainment Tonight, while ranking "When She Loved Me" Pixar's fourth most tear-jerking moment, joked, "Between this and those adoption commercials, WHAT is your problem, Sarah McLachlan?! Do you WANT us to cry?"[52] Consequence of Sound's Allison Shoemaker believes the ballad is among Pixar's "most potent" scenes "that punches you in the gut", calling it one of Newman's "biggest heartbreakers" before jokingly concluding, "Sarah McLachlan's vocal performance does all the things you remember from those awful animal abuse commercials."[56]


"When She Loved Me" is considered to be one of the most tearful moments in Disney and Pixar's films.[47] HelloGiggles contributor Stephanie Ashe included "When She Loved Me" among "The most emotional moments" from the Toy Story franchise.[37] Digital Spy ranked the song the 10th most heartbreaking Pixar moment.[126] In a retrospective review for The Irish Times, Bradshaw dubbed the song "the single most devastatingly sad moment in any kids' film".[76] Including it among 10 "film soundtrack moments that'll have you crying in your popcorn", BBC Online called the ballad "the most heartbreaking story in the world" while writing that McLachlan's performance "left a generation of children looking to their parents and asking: "Mummy, why are you sad?"[49] In 2015, Paste ranked "When She Loved Me" the 27th "Saddest Songs of All Time", with contributor Bonnie Stiernberg writing, "Everyone always talks about how Toy Story 3 destroyed them emotionally ... but the Toy Story scene that consistently breaks me up is the one from Toy Story 2 when Sarah McLachlan sings this Randy Newman song about a toy getting abandoned by her owner as she grows up."[44] HuffPost credits the song with establishing "the foundation for the emotionally tough territory that Pixar would continue to mine in its subsequent efforts."[127] Sky TV wrote that "When She Loved Me" "tugs heart-strings on a level not reached again until" Pixar's Up (2009).[45] In review of Toy Story 3 (2010), Matt Goldberg of Collider felt that the sequel was slightly inferior to Toy Story 2 due to lacking "a moment of melancholy" like "When She Loved Me".[128]