Tonight’s singer can’t sleep. He lies awake at night, worrying about money, and wishing he were counting stars instead.
Learn from Songs · Unit 10: Relative clauses · B1–B2
Counting Stars
A song about lying awake at night, worrying about money and dreaming of something better: everything that…, all that…, something that…; what = the thing that (what keeps me awake); and when, where, why after time, place and reason (the night when…, the reason why…), with Philo, Sophia, Marcos and Demetria.
SOPHIA
PHILO
I know that feeling. Not the money. The not sleeping.
SOPHIA
Listen for one line that sounds impossible: the things that hurt him make him feel alive.
DEMETRIA
That’s not impossible. That’s how Marcos feels about running.
Before you listen: the song
Denver, Colorado, 2013
Ryan Tedder, the singer of OneRepublic, is also a famous songwriter for other stars. He said the song came to him when he was lying awake at night, worrying about money and the future, in a quiet moment that nobody else saw.
“Counting Stars” was on the band’s album Native (2013). It was a slow success in America, but it went to number one in Britain and many other countries, and its video became one of the most watched on YouTube.
In the song, the singer is tired of thinking about money all the time. Everything that hurts him also makes him feel alive. He wants to stop counting dollars and start counting stars: to choose what matters instead of what pays.
Count what matters.
Listen: dollars and stars
PHILO
Listen once. Why can’t he sleep? What does he want to count instead?
SOPHIA
Then answer Section A. Listen for the line about the things that hurt him.
✨ Listen to the song: “Counting Stars” (Ryan Tedder, 2013), by OneRepublic.Listen to the official recording →
📜 Read the words while you listen: “Counting Stars”, OneRepublic.Read the lyrics →
Everything that, all that, something that
MARCOS
Everything that hurts him makes him feel alive. All (that) he wants is to sleep.
SOPHIA
After everything, something, nothing, anything, all, the only, the first and superlatives, we usually use that, not which: the best thing that ever happened. As an object, it can be left out: all (that) he wants.
What = the thing that
DEMETRIA
What keeps him awake is money. He does what he loves.
SOPHIA
what = the thing(s) that. No noun before it: What I need is sleep. Never “the thing what” or “everything what”.
When, where, why
PHILO
The night when he couldn’t sleep. The city where he lives. The reason why he worries.
SOPHIA
when after times, where after places, why after the reason. Compare: the city where he lives = the city (that) he lives in.
Sophia’s comparison: Thales in the well
SOPHIA
They say the philosopher Thales was walking at night, looking up at the stars, and fell into a well. A servant girl laughed: he wanted to know what was in the sky, but couldn’t see what was at his feet. Later, Thales used his knowledge of the weather to get rich, just to show that he could.
PHILO
And Abraham was told to look up and count the stars, if he could. The stars were a promise, not a price.
MARCOS
So count the stars, but watch out for wells.
Sophia’s summary
| Words and forms | Use | Example |
|---|---|---|
| everything / all / nothing + that | after quantity words | Everything that hurts him makes him feel alive. |
| superlative + that | after the best, the first, the only | the best song that I know |
| what = the thing that | no noun before it | What keeps him awake is money. |
| when / where / why | after time, place, reason | the night when he couldn’t sleep |
| (that) + subject + verb | leaving out object pronouns | all (that) he wants |
Practice
Listen to the song for Section A, then do the rest. Press “Check my answers” at the end. You can try again as many times as you like.
A · Listen: the song
Listen to the song and choose the best answer.
1. Why can’t the singer sleep?
2. What does he want to stop counting?
3. What does he want to count instead?
4. What effect do the things that hurt him have?
5. Who is Ryan Tedder?
6. Where did the song go to number one?
B · Grammar and vocabulary
Write the missing word or words.
7. Everything hurts him makes him feel alive.
8. He says that keeps him awake is money.
9. This is the night he couldn’t sleep.
10. Denver is the city the band started.
11. Money is the reason he worries.
12. It’s the best song I know.
C · Right or wrong?
Is the sentence correct English?
13. “Everything what he wants is a good night’s sleep.”
14. “What I need is a holiday.”
15. “This is the city which I was born.”
16. “It’s the only thing that matters.”
Talk and write
Discussion and writing
What keeps you awake? Complete and compare: What I worry about is… Everything that makes me happy… The reason why I…
Discuss. 1. Is it possible to live without worrying about money? 2. What would you “count” instead of money? 3. Why do people feel alive when things are difficult?
Write (100–120 words). Counting stars. Write about a night when you couldn’t sleep, or about the things that matter most to you. Use everything that, what, when, where and why.
Now play the gamebook: the old astronomer, and a rich man who wants the stars to lie.Play the gamebook →