"When She Loved Me"

**"When She Loved Me"** is a song by Randy Newman and Sarah McLachlan for the 1999 film Toy Story 2.

## Lyrics

When somebody loved me, everything was beautiful

Every hour we spent together, lives within my heart

And when she was sad, I was there to dry her tears

And when she was happy, so was I, when she loved me

Through the summer and the fall, we had each other, that was all

Just she and I together, like it was meant to be

And when she was lonely, I was there to comfort her

And I knew that she loved me

So the years went by, I stayed the same

But she began to drift away, I was left alone

Still I waited for the day

When she'd say "I will always love you"

Lonely and forgotten, never thought she'd look my way

And she smiled at me and held me, just like she used to do

Like she loved me, when she loved me

When somebody loved me, everything was beautiful

Every hour we spent together, lives within my heart

When she loved me

## Production

### Writing and Recording

Beginning with Toy Story (1995), director John Lasseter had long decided that Pixar films would not be musicals in which characters spontaneously perform songs, but agreed that musician Randy Newman should write original songs for certain moments during the story, most of which he would sing himself. Originally, the filmmakers had considered having Jessie, a toy cowgirl, simply explain her backstory verbally; this concept was re-visited several times until the idea of re-working her thoughts into a song called "When She Loved Me" was suggested. Lasseter identified the addition of the song as the film's most significant production change. Newman, however, doubted that "When She Loved Me" would work, initially thinking that the filmmakers were mistaken by incorporating it into the film, due to the song essentially being about the difference between feeling loved and unloved. The songwriter called the ballad a risk due to the studio's history of fearing slowing down films too much and losing the audience's interest in the process. Newman continued to doubt that children would be able to sit through the song until he observed their behaviour during an initial screening. He was ultimately surprised to find that even the youngest children in the audience remained attentive during the song despite its slow tempo and mature, emotional themes. Newman joked that the song was not "the first time Pixar knew better than I did", explaining, "I wrote something that must have worked or the kids would have been running up the aisle." Lasseter admitted that he is most proud of the way in which "When She Loved Me" was used in the film.

Alongside "Woody's Roundup", "When She Loved Me" was one of two new songs Newman wrote for the film. Originally entitled "Jessie's Song", Newman's demo is shorter with slightly different lyrics from the final version. He considers "When She Loved Me" to be among his favourite film compositions, and found the assignment easier than writing music for studio albums because the filmmakers were "clear what they want to have said", as opposed to "pulling something out of the air". Pixar explained that his assignment was to write a song "about [Jessie's] life and her disappointment with her relationship with her owner, and they grew up", with the songwriter only knowing the length required for the song and that it was intended for a female voice. Although Newman maintains that the song is almost exclusively about the relationship between a doll and her estranged owner, he admitted that "inevitably some of my own experience seeps in there". Unlike the songs he had written for Toy Story, Newman does not sing "When She Loved Me" himself; the filmmakers insisted that the ballad be performed by a female singer, a decision by which the songwriter was not offended, and recruited Canadian singer-songwriter Sarah McLachlan, of whom Lasseter had been "a tremendous fan". Newman compared writing for a singing voice like McLachlan's as opposed to himself to "writing for a different instrument", explaining, "I have a blues-oriented voice... She has a different kind of contralto, or whatever the hell she has. Soprano. It's a voice that can hold notes, so I can write with that in mind."

Still a relatively new artist at the time, McLachlan claims that, when she was first sent the song, her management warned her that she might not like it. However, she ultimately began crying almost immediately upon hearing "When She Loved Me" for the first time, describing herself as "a sucker" for sad, melancholy songs. Newman's performance on the demo reminded McLachlan of "Bein' Green", a song originally performed by American puppeteer Jim Henson as the Muppet Kermit the Frog. Despite not knowing how children would react to the song, McLachlan felt confident that mothers would be incredibly moved by it. McLachlan found the process of recording a song for an animated film to be different than what she had grown accustomed to as a recording artist owing to the number of people involved in the project recording with Newman. Newman and McLachlan recorded approximately 17 takes of the song before finally deciding upon a few with which they were satisfied. Newman and McLachlan produced the song together, with Newman arranging and orchestrating. Both Newman's piano accompaniment and McLachlan's vocals were recorded by producer Greg Reely at The Warehouse Studio in Vancouver, British Columbia.

### Music and Lyrics

"When She Loved Me" is a pop song with light country influences that lasts a duration of three minutes and five seconds. 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. A piano ballad, the song uses simple background accompaniment. Its melody has been described as "sad" and "aching". 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". Newman himself described the song as a "slow... and sort of grown-up emotional" track about the difference between feeling loved and unloved. CD Universe compared the ballad to the works of composer Aaron Copland and singer Fats Domino. According to Ellen A. Kim of Hollywood.com, "When She Loved Me" is a simple, sombre song that McLachlan performs with "aching wistfulness". Similarly, Mary Colurso of AL.com called the track a "wistful ballad". 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". 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. 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.

The term "heart-breaking" is often used to describe the song; Arkansas Online deemed the track "bittersweet". Described as "a heart-wrenching lament about being left behind", the song's lyrics begin, "When somebody loved me, ev'rything was beautiful." McLachlan movingly sings the line "I was left alone. Still I waited for the day when she'd say I will always love you." Despite having been written about "that fragile bond between child and favourite toy", the song's lyrics are open to universal interpretations. 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. 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. However, Hischak said that the "simple but moving" song can also be interpreted as a love song out of context. 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. J.W. Pepper & Son described the ballad as a "tender love song". 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.

## Reception

"When She Loved Me" has garnered critical acclaim. The Los Angeles Times film critic Michael Mallory wrote that "only the stoniest of viewers will remain unaffected by [this] show-stopping moment". Mallory concluded, "there are Oscar winners out there who would be hard-challenged to match the performance in that scene". Agreeing that the song is a "showstopping moment", The Guardian film critic Peter Bradshaw deemed the ballad "a tear-jerker to be classed with the imprisonment of Dumbo's mom" in Disney's Dumbo (1941). Mark Caro, writing for the Chicago Tribune, warned audiences that they "may embarrass [themselves] choking back tears over the plight of a computer-animated piece of plastic" upon hearing "When She Loved Me". Barbara Vancheri of the Pittsburgh Post-Gazette called the song irresistible, while film critic Roger Ebert described the track as "winsome". A critic for The Guardian described the film's use of "When She Loved Me" as "a fabulous moment". Glen Chapman of Den of Geek described "When She Loved Me" as "rather beautiful". A writer for the Nashville Scene deemed the scene the film's "most affecting moment". While Steve Persall of the St. Petersburg Times crowned it "one of Randy Newman's finest love songs", ASCAP considers "When She Loved Me" to be among Newman's most "outstanding" film contributions. P. Nelson Reinsch of PopMatters wrote that the scene "starts out saccharine but becomes truly beautiful in its kitschy truth regarding the inexorable passage of childhood." In a retrospective analysis of Newman's music, Paste's Tim Grierson believes that, despite sounding "seemingly mawkish", the elements of "piercing emotion" that the musician continues to incorporate into his film scores has prevented "When She Loved Me" from "drifting into pure sap." Jim Lane of News Review called the singer's performance "sublime", in addition to deeming the track "the most heart-breaking song ever composed for a motion picture." Reviewing the film's special edition re-release in 2006, IGN's Todd Gilchrist wrote that he struggles to identify "other moments in movie history that evoke the same kind of involuntary but completely deserved tears as" "When She Loved Me", continuing that the song's "bittersweet combination of ebullient love and palpable loneliness makes me sad just thinking about it." The critic also appreciated Disney's decision to have McLachlan record it over Newman.

In November 1999, The Courier-Journal contributor Judith Egerton predicted that the song would be nominated for an Academy Award. In 2000, "When She Loved Me" was nominated for an Academy Award for Best Original Song at the 72nd Academy Awards, becoming Newman's 13th nomination in the category, and his second Academy Award-nominated song from the Toy Story film series. The song's nomination was considered to be unusual at the time because, unlike most animated films that had garnered Best Original Song nominations before it, Toy Story 2 is not a musical. Most critics were expecting Newman to finally win his first Academy Award for "When She Loved Me". LGBT magazine The Advocate joked that the song was "the first Oscar-nominated girl-girl love song", referring to the relationship between Jessie and Emily. Ultimately, the song lost to Phil Collins' "You'll Be in My Heart" from Disney's animated film Tarzan (1999). "When She Loved Me" had been nominated for a Golden Globe Award for Best Original Song, which it also lost to "You'll Be in My Heart". "When She Loved Me" went on to win the Grammy Award for Best Song Written for a Motion Picture, Television or Other Visual Media at the 43rd Grammy Awards in 2001. The song also won the Golden Satellite Award for Best Original Song at the 4th Golden Satellite Awards in 2000. GamesRadar+ ranked "When She Loved Me" the sixth greatest Pixar moment.

Actors Tom Hanks and Tim Allen, the voices of Sheriff Woody Pride and Buzz Lightyear, respectively, were moved to tears upon watching "When She Loved Me" for the first time, as Hanks explained, "we... were looking at each other going, 'That's some powerful stuff', to be reduced to that and to a level of emotion like that on a cartoon about talking toys and their adventures, it's profound". Tim Grierson of Mel Magazine crowned "When She Loved Me" "an all-time great tearjerker". The Guardian's Dorian Lynskey believes that the song has "made more people cry than any other song [Newman has] written." Similarly, Sam Adams, a critic for The A. V. Club, joked that "There are two kinds of people: People who weep during the 'When She Loved Me' montage, and people who lie about it." Singer-songwriter Elvis Costello identified "When She Loved Me" as a song that continues to make him cry whenever he hears it.