S a y Y o u W i l l

W e l c o m e T o H e a r t b r e a k ( F e a t . K i d C u d i )

H e a r t l e s s

A m a z i n g ( F e a t . Y o u n g J e e z y )

L o v e L o c k d o w n

P a r a n o i d ( F e a t . M r . H u d s o n )

R o b o C o p

S t r e e t L i g h t s

B a d N e w s

S e e Y o u I n M y N i g h t m a r e s ( F e a t . L i l W a y n e )

C o l d e s t W i n t e r

HEARTLESS | In the night I hear them talk | The coldest story ever told | Somewhere far along this road | He lost his soul | To a woman so heartless… heartless | Howcould you be so heartless… oh | How could you be so heartless | How could you be so | Cold as the winter wind when it breeze yo | Just remember that you talking to meyo | You need to watch the way you talking to me yo | I mean after all the things that we been through | I mean after all the things we got into | And yo I know some things,things that you ain’t told me | Ayo I did some things but that’s the old me | And now you wanna get me back | You gon' show me | So you walk around like you don't me | Yougot a new friend | Well I got homies | But at the end it’s still so lonely | In the night I hear them talk | The coldest story ever told | Somewhere far along this road | Helost his soul | To a woman so heartless… heartless | How could you be so heartless… oh | How could you be so heartless | How could you be so Dr. Evil | You're bring-ing out a side of | me that I don't know | I decided we wasn't gonna speak so why are up 3 a.m. on the phone, | Why do she be so mad at me for, homey I don't know she hotand cold, | I won't stop, won’t mess my groove up cause I already know how this thing goes | You run and tell your friends that you're leavin' me | They say that they don'tsee what you see in me | You wait a couple months then you gon' see, | You'll never find nobody better than me | In the night I hear them talk | The coldest story ever told |Somewhere far along this road | He lost his soul | To a woman so heartless… heartless | How could you be so heartless… oh | How could you be so heartless | Talkin',talkin', talkin', talk | Baby let’s just knock it off | They don’t know what we been through | They don’t know 'bout me and you | So I got something new to see | And you justgon' keep hatin' me | And we just gon' be enemies | I know you can’t believe | I could just leave it wrong | And you can’t make it right | I’m gon' take off tonight | Into thenight… | In the night, I hear 'em talk | The coldest story ever told | Somewhere far along this road, he lost his soul | To a woman so heartless… | How could you be soheartless? Oh…how could you be so heartless? | (K. West, E. Wilson, S. Mescudi, M. Jones) Produced by Kanye West for Very Good Beats/Hip Hop Since 1978. Co-pro-duced by No I.D. Recorded by Andrew Dawson and Anthony Kilhoffer at Glenwood Studios, Burbank, CA and Avex Recording Studio, Honolulu, HI. | Assistants at GlenwoodStudios: Chad Carlisle and Isha Erskine. Assistants at Avex Recording Studio: Christian Mochizuki and Gaylord Homomalia. Mixed by Manny Marroquin at Larrabee Studios North,Los Angeles, CA. Assisted by Christian Plata and Erik Madrid. Keyboards: Jeff Bhasker. Piano: Ken Lewis. © 2008 Please Gimme My Publishing Inc.|EMI Blackwood Music Inc.(BMI)/Invisible Music|Chrysalis Publishing (BMI)/Elsie’s Baby Boy Publishing (ASCAP)/Jabriel Iz Myne (ASCAP)

WELCOME TO HEARTBREAK | Kanye (Verse): | My friend showed me pictures of his kids | And all I could show him was pictures of my cribs | He said his daughter got a brandnew report card | And all I got was a brand new sports car | Kid Cudi (Chorus): | And my head keeps spinning | Can't stop having these visions I gotta get with it | OhhooOhhoo | Ohhhhoooo | And my head keeps spinning | I can't stop having these visions I gotta get with it | Ohhoo Ohhoo | Ohhhhoooo | Kanye (Verse): | Dad crack a joke allthe kids laughed | But I couldn't hear em all the way in first class | Chased the good life my whole life long | Look back on my life and my gone...where did I go wrong? |Kid Cudi (Chorus): | And my head keeps spinning | Can't stop having these visions I gotta get with it | Ohhoo Ohhoo | Ohhhhoooo | And my head keeps spinning | I can't stophaving these visions I gotta get with it | Ohhoo Ohhoo | Ohhhhoooo | Kanye (Bridge): | I seen it | I seen it before | I seen it | I seen it before | I seen it | I seen it before | Iseen it | I seen it before | Kanye (Verse): | My god-sister getting married by the lake | But I couldn't figure out who I wanna take | Bad enough that I showed up late | I hadto leave before they even cut the cake | Welcome to heartbreak | Kid Cudi (Chorus): | And my head keeps spinning | Can't stop having these visions I gotta get with it |Ohhhhhh Ohhhhhhh | Ohhhhhhhh | And my head keeps spinning | I can't keep having these visions I gotta get with it | Ohhoo Ohhoo | Ohhhhoooo | And my head keeps spinning| I can’t stop having these visions I gotta get with it | Ohhoo Ohhoo | Ohhhhoooo | Ohhhhoooo | Ohhoooo | Ohhoooo | Kanye (Outro): | And I, and I can’t stop | No, no, Ican’t stop | No, no, no, no, I can’t stop | No, no, no, no I can’t stop | I can’t stop | I can’t stop | I can’t stop | No, no, no, no | No, no, no, no | No, no, no, no | No, no, Ican’t stop | Can’t stop having these visions | I gotta get with it | Ohhoo Ohhoo | Ohhhhoooo | (K. West, J. Bhasker, P. Reynolds, S. Mescudi) Produced by Kanye West forVery Good Beats/Hip Hop Since 1978. Co-produced by Jeff Bhasker and Plain Pat. Recorded by Andrew Dawson and Anthony Kilhoffer at Glenwood Studios, Burbank, CA andAvex Recording Studio, Honolulu, HI and by Ryan West at Chung King Studios, NYC. Assistants at Glenwood Studios: Chad Carlisle and Isha Erskine. Assistants at AvexRecording Studio: Christian Mochizuki and Gaylord Homomalia. Mixed by Manny Marroquin at Larrabee Studios North, Los Angeles, CA. Assisted by Christian Plata and ErikMadrid. Keyboards: Jeff Bhasker. Piano: Ken Lewis. Strings arranged and conducted by Larry Gold. Engineer: Jeff Chestek. Assistant engineers: Montez Roberts, RickFriedrich, John Stahl. Violins: Emma Kummrow, Igor Szwec, Luigi Mazzochi, Gregory Teperman, Olga Konopelsky, Charles Parker. Viola: Davis Barnett, Alexandra Leem. Cello:James J. Cooper, III, Jennie Lorenzo. Bass: Miles Davis. Background vocals: Jeff Bhasker. © 2008 Please Gimme My Publishing Inc.|EMI Blackwood Music Inc. (BMI)/Above TheLine (BMI)/Copyright Control/Elsie’s Baby Boy Publishing (ASCAP)

SAY YOU WILL | Why would she make calls out the blue | Now I'm awake sleep (less in June) or (missing you) | Hey, hey, hey, hey | Don't say you will | Unless you will | Hey,hey, hey, hey | Don't say you will | Then play you will | I pray you will | Mrs. so fly crash lands in my room | Can't waste no time she might leave soon | Hey, hey, hey, hey |Don't say you will | You do | Hey, hey, hey, hey | Don't say you will | One day you will | I pray you will | When I grab your neck I touch your soul | Take off your cool thenlose control | Hey, hey, hey, hey | Don't say you will | You will...you will | Hey, hey, hey, hey | Don't say you will | If you will | I pray you will | I wish this song wouldreally come true | I admit I still fantasize about you...about you | Hey, hey, hey, hey | Don't say you will | You will...you will | Hey, hey, hey, hey | Please say you will | Forreal | I pray you will | (K. West, D. Mills, J. Bhasker, J. Jenkins) Produced by Kanye West for Very Good Beats/Hip Hop Since 1978. Recorded by Andrew Dawson and AnthonyKilhoffer at Glenwood Studios, Burbank, CA and Avex Recording Studio, Honolulu, HI. Assistants at Glenwood Studios: Chad Carlisle and Isha Erskine. Assistants at AvexRecording Studio: Christian Mochizuki and Gaylord Homomalia. Mixed by Manny Marroquin at Larrabee Studios North, Los Angeles, CA. Assisted by Christian Plata and ErikMadrid. Keyboards: Jeff Bhasker. Strings arranged and conducted by Larry Gold. Engineer: Jeff Chestek. Assistant engineers: Montez Roberts, Rick Friedrich, John Stahl.Violins: Emma Kummrow, Igor Szwec, Luigi Mazzochi, Gregory Teperman, Olga Konopelsky, Charles Parker. Viola: Davis Barnett, Alexandra Leem. Cello: James J. Cooper, III,Jennie Lorenzo. Bass: Miles Davis. Vocals: The Kadockadee Kwire featuring Glenn Jordan, Phillip Ingram, Jim Gilstrap, Romeo Johnson, Kevin Dorsey (courtesy of The BassmintEntertainment Group) and Will Wheaton (courtesy of Platinum Bass Records). Background vocals: Mr. Hudson and Tony Williams. © 2008 Please Gimme My Publishing Inc.|EMIBlackwood Music Inc. (BMI)/Get Ya Frog On Publishing (BMI)/Above The Line (BMI)/Young Jeezy Music (BMI)

PARANOID | Intro: | Why are you so paranoid | Don't be so paranoid | Don't be so.... | Baby don't worry about it | Lady don't even think about it | You worry bout the wrongthings, the wrong things | You worry bout the wrong things, the wrong things | You worry bout the wrong things, the wrong things | You worry bout the wrong things, thewrong things | Verse 1: | All of the time, | You really wanna spend your whole life alone | A little time out might do you good, might do us good | Before we be done forgood | Cause I make it good I could make it hood | I can make you come I can make you go | I can make you high I can make you fly | Make you touch the sky hey maybe so | Allof the time, | You be up in mine checking through my cell phone baby no | You wanna kill the vibe on another night | Here's another fight oh here we go | Baby don't worryabout it | Lady we'll go out to the floor | Chorus: | Anyway they don't know you like I do | They'll never know you | Anyway they don't know you like I do | They'll never knowyou | Verse 2: | All of the time, | You wanna complain about the nights alone | So now you're here with me, | Show some gratitude leave the attitude way back at home | Yeayou see em look, | Baby let em look give us cold looks cause we look cold | Yea you heard about all the word of mouth | Don't worry about what we can't control | Allthe talk in the world lost in the world | Till you finally let that thing go | You wanna check in to the heartbreak hotel | But sorry we're closed | Baby don't worry about it| Lady we'll go out to the floor | Chorus: | Anyway they don't know you like I do | They'll never know you | Anyway they don't know you like I do | They'll never know you |Baby don't worry about it | Lady don't even think about it | You worry bout the wrong things, the wrong thing | You worry bout the wrong thing, the wrong thing | You worrybout the wrong thing, the wrong thing | You worry bout the wrong thing | Anyway they don't know you like I do | They'll never know you | Anyway they don't know you like Ido | They'll never know you | (K. West, P. Reynolds, S. Mescudi, D. Mills, J. Bhasker) Produced by Kanye West for Very Good Beats/Hip Hop Since 1978. Co-produced by JeffBhasker and Plain Pat. Recorded by Andrew Dawson and Anthony Kilhoffer at Glenwood Studios, Burbank, CA and Avex Recording Studio, Honolulu, HI. Assistants at GlenwoodStudios: Chad Carlisle and Isha Erskine | Assistants at Avex Recording Studio: Christian Mochizuki and Gaylord Homomalia. Mixed by Manny Marroquin at Larrabee StudiosNorth, Los Angeles, CA. Assisted by Christian Plata and Erik Madrid. Keyboards: Jeff Bhasker. Background vocals: Kid Cudi. © 2008 Please Gimme My Publishing Inc.|EMIBlackwood Music Inc. (BMI)/Copyright Control/Elsie’s Baby Boy Publishing (ASCAP)/Get Ya Frog On Publishing (BMI)/Above The Line (BMI)

LOVE LOCKDOWN | I’m not loving you | Way I wanted to | What I had to do | Had to run from you | I’m in love with you | But the vibe is wrong | And that haunted me all theway home | So you never know | Never, never know | Never know enough | Til it’s over love | Til we lose control | System overload | Screamin’ no, no, no, no, no | I’m notlovin’ you | Way I wanted to | See I want to move | But can’t escape from you | So I keep it low | Keep a secret code | So everybody else don’t have to know | So keep yourlove locked down | Your love locked down | Keepin’ your love locked down | Your love locked down | Now keep your love locked down | Your love locked down | Now keepyour love locked down | You lose | I’m not lovin’ you | Way I wanted to | I can’t keep my cool | So I keep it true | I got something to lose | So I gotta move | I can’t keepmyself | And still keep you too | So I keep in mind | When I’m on my own | Somewhere far from home | In the danger zone | How many times did I tell you | ‘fore it finally gotthrough | You lose you lose | I’m not lovin’ you | Way I wanted to | See I had to go | See I had to move | No more wastin’ time | You can’t wait for life | We’re just racin’time | Where’s the finish line | So keep your love locked down | Your love locked down | Keepin’ your love locked down | Your love locked down | Now keep your lovelocked down | Your love locked down | Now keep your love locked down | You lose | I’m not lovin’ you | Way I wanted to | I bet no one knew | I got no one new | No I saidI’m through | But got love for you | But I’m not lovin’ you | Way I wanted to | Gotta keep it going | Keep the lovin’ going | Keep it on a role | Only god knows | If I’ll bewith you | Baby I’m confused | You choose, you choose | I’m not lovin’ you | Way I wanted to | Where I want to go | I don’t need you | I’ve been down this road | Too manytimes before | I’m not lovin’ you | Way I wanted to | So keep your love locked down | Your love locked down | Keepin’ your love locked down | Your love locked down | Nowkeep your love locked down | Your love locked down | Now keep your love locked down | You lose | You lose | You lose | You lose | You lose | (K. West, J. Bhasker, J.Englishman, M. Jones, L. Menzies) Produced by Kanye West for Very Good Beats/Hip Hop Since 1978. Co-produced by Jeff Bhasker. Recorded and mixed by Andrew Dawson atGlenwood Studios, Burbank, CA and Avex Recording Studio, Honolulu, HI. Keyboards: Jeff Bhasker. Drums/Percussions: Gibi, Zé Bruno, Lula Almeida and Rodney Dassis. ©2008 Please Gimme My Publishing Inc.|EMI Blackwood Music Inc. (BMI)/Above The Line (BMI)/EMI April Music Inc.|EMI April Music Canada Ltd.|Stinky Minky Music (SOCAN) Allrights for Stinky Minky Music controlled and administered by EMI April Music Inc. (ASCAP)/Jabriel Iz Myne (ASCAP)/Copyright Control

AMAZING | Verse 1: | It’s amazing I'm the reason | Everybody fired up this evening | I'm exhausted barely breathing | Holding on to what I believe in | Chorus: | No matterwhat you'll never take that from me | My reign is as far as your eyes can see..it’s amazing | So amazing, so amazing | So amazing, it’s amazing | So amazing, so amazing | Soamazing, it’s amazing | Verse 2: | I'm a monster I'm a killer | I know I'm wrong | I'm a problem | That will never ever be solved | Chorus: | No matter what you'll never takethat from me | My reign is as far as your eyes can see..it’s amazing | So amazing, so amazing | So amazing, it’s amazing | So amazing, so amazing | So amazing, it’s amazing |Verse 3: | I'm a monster I'm a maven | I know this world is changing | Never gave in never gave up | I'm the only thing that I'm afraid of | Chorus: | No matter what you'll nevertake that from me | My reign is as far as your eyes can see..it’s amazing | So amazing, so amazing | So amazing, it’s amazing | So amazing, so amazing | So amazing, it’s amazing |So amazing, so amazing | So amazing, it’s amazing | So amazing, so amazing | So amazing, it’s amazing | Jeezy (Verse): | I'm amazing yea I'm all that | If I ain't on my grind thenwhat you call that | Victorious...yea we warriors | We make history strive off victory | Standing at my podium I'm trying to watch my sodium | Die high blood either let thefeds get you | I'm amazing born on a full moon | I was bred to get it in no spoon | That’s why I'm so goon summertime no June | Big family small house no room | They like ohgod why he go so hard | Look what he's been through he deserve an award | Chorus: | So amazing, so amazing | So amazing, it’s amazing | So amazing, so amazing | So amaz-ing, it’s amazing | So amazing, so amazing | So amazing, I’ts amazing | So amazing, so amazing | So amazing, it’s amazing | (K. West, M. Jones, D. Mills, J. Bhasker, J. Jenkins)Produced by Kanye West for Very Good Beats/Hip Hop Since 1978. Co-produced by Jeff Bhasker. Recorded by Andrew Dawson and Anthony Kilhoffer at Glenwood Studios,Burbank, CA and Avex Recording Studio, Honolulu, HI. Assistants at Glenwood Studios: Chad Carlisle and Isha Erskine. Assistants at Avex Recording Studio: ChristianMochizuki and Gaylord Homomalia. Mixed by Manny Marroquin at Larrabee Studios North, Los Angeles, CA. Assisted by Christian Plata and Erik Madrid. Keyboards: JeffBhasker. Background vocals: Mr. Hudson and Tony Williams. © 2008 Please Gimme My Publishing Inc.|EMI Blackwood Music Inc. (BMI)/Jabriel Iz Myne (ASCAP)/Get Ya Frog OnPublishing (BMI)/Above The Line (BMI)/Young Jeezy Music (BMI)

BAD NEWS | Didn't you know I was waiting on you | Waiting on a dream that'll never come true | Didn't you know I was waiting on you | My face turned to stone when I heardthe news | When you decide to break the rules? | Cause I just heard some real bad news | People will talk like it’s old news | I played it off and act like I already knew |Let me ask you how long have you known dude? | You played it off and act like he's brand new | When you decide to break the rules | Cause I just heard some real bad news |Real bad news | Real bad news | Real bad news | Oh you just gonna keep another for you | Oh you just gonna keep it like you never knew | Oh you just gonna keep anotherlove for you | Oh you just gonna keep it like you never knew | While I'm waiting on a dream that'll never come true | Oh you just gonna keep it like you never knew | My faceturned to stone when I heard the news | What's on the news? | (K. West, G. Bass) Produced by Kanye West for Very Good Beats/Hip Hop Since 1978. Recorded by AndrewDawson and Anthony Kilhoffer at Glenwood Studios, Burbank, CA and Avex Recording Studio, Honolulu, HI. Assistants at Glenwood Studios: Chad Carlisle and Isha Erskine.Assistants at Avex Recording Studio: Christian Mochizuki and Gaylord Homomalia. Mixed by Manny Marroquin at Larrabee Studios North, Los Angeles, CA. Assisted by ChristianPlata and Erik Madrid. Keyboards: Jeff Bhasker. Strings arranged and conducted by Larry Gold. Engineer: Jeff Chestek. Assistant engineers: Montez Roberts, Rick Friedrich,John Stahl. Violins: Emma Kummrow, Igor Szwec, Luigi Mazzochi, Gregory Teperman, Olga Konopelsky, Charles Parker. Viola: Davis Barnett, Alexandra Leem. Cello: James J.Cooper, III, Jennie Lorenzo. Bass: Miles Davis. Contains a sample of the recording “See Line Woman” as performed by Nina Simone. Under license from Universal MusicEnterprises. Used by permission. All rights reserved. Written by George Bass, published by WB Music Corp. (ASCAP). All rights reserved. © 2008 Please Gimme MyPublishing Inc.|EMI Blackwood Music Inc. (BMI)/WB Music Corp. (ASCAP)

STREET LIGHTS | Let me know | Do I still got time to grow | Things ain't always set in stone | That be known let me know | Let me...seems like... | Street lights glowing |Happen to be just like moments passing in front of me | So I hopped in the cab and I paid my fare | See I know my destination but I'm just not there | All the street lightsglowing | Happen to be just like moments passing in front of me | So I hopped in the cab and I paid my fare | See I know my destination but I'm just not there | In the streets |In the streets | I'm just not there | In the streets | I'm just not there | Life's just not fair | Seems like | Street lights glowing | Happen to be just like moments passing infront of me | So I hopped in the cab and I paid my fare | See I know my destination but I'm just not there | All the street lights glowing | Happen to be just like momentspassing in front of me | So I hopped in the cab and I paid my fare | See I know my destination but I'm just not there | All the street lights glowing | Happen to be just likemoments passing in front of me | So I hopped in the cab and I paid my fare | See I know my destination but I'm just not there | In the streets | In the streets | I'm just notthere | In the streets | I'm just not there | Life's just not fair | Life's just not fair | (K. West, J. Englishman, A. Williams, B. McIldowie) Produced by Kanye West for VeryGood Beats/Hip Hop Since 1978. Co-produced by Mr. Hudson. Recorded by Andrew Dawson and Anthony Kilhoffer at Glenwood Studios, Burbank, CA and Avex RecordingStudio, Honolulu, HI. Assistants at Glenwood Studios: Chad Carlisle and Isha Erskine. Assistants at Avex Recording Studio: Christian Mochizuki and Gaylord Homomalia. Mixed byManny Marroquin at Larrabee Studios North, Los Angeles, CA. Assisted by Christian Plata and Erik Madrid. Keyboards: Jeff Bhasker. Background vocals: Esthero and TonyWilliams. © 2008 Please Gimme My Publishing Inc.|EMI Blackwood Music Inc. (BMI)/ EMI April Music Inc.|EMI April Music Canada Ltd.|Stinky Minky Music (SOCAN) All rights forStinky Minky Music controlled and administered by EMI April Music Inc. (ASCAP)/Penafire Music (BMI)/Copyright Control

ROBOCOP | Bout the baddest girl I ever seen | Straight up out a movie scene | Who knew she was a drama queen | That a turn my life to Stephen King | Up late night likeshe on patrol | Checking everything like I'm on parole | I told her some things she don't need to know | She never let it go | Ok, Ok, Ok, Ok | You will never stop it now |You never stop it now | Ok, Ok, Ok | You will never stop it now | You need to drop it now....drop it...drop it | Cause I don't want no Robocop | You moving like a Robocop |When did you become a Robocop | Now I don't need no Robocop | Just looking at your history | You like the girl from Misery | She said she ain't take it to this degree | Welllet’s agree to disagree | Shorty kind of crazy but it turn me on | Keep it up enough to keep it goin’ on | I told her some things she don't need to know | She never let it go| Ok, ok, ok, ok | You will never stop it now | You never stop it now | Ok, ok, ok, ok | You will never stop it now | You need to drop it now....drop it...drop it | Cause I don'twant no Robocop | You moving like a Robocop | When did you become a Robocop | Somebody please make her stop | Stop...drop...roll...pop | I'm cold....I | Ain't used tobeing told stop | So I could never be your robot | Fast or slow you can stay or can go | Now, now that you know, now, now that you know | Yea I had her before but thathappened before | You get mad when you know so just don't ask me no more | Ok, ok, ok, uh, uh | It ain’t ok, ok, ok | (K. West, J. Englishman, M. Jones, D. Mills, S. Mescudi,A. Williams, J. Bhasker, F. Najm, J. Jenkins, P. Doyle) Produced by Kanye West for Very Good Beats/Hip Hop Since 1978. Recorded by Andrew Dawson and Anthony Kilhoffer atGlenwood Studios, Burbank, CA and Avex Recording Studio, Honolulu, HI. Assistants at Glenwood Studios: Chad Carlisle and Isha Erskine. Assistants at Avex Recording Studio:Christian Mochizuki and Gaylord Homomalia. Mixed by Manny Marroquin at Larrabee Studios North, Los Angeles, CA. Assisted by Christian Plata and Erik Madrid. Keyboards:Jeff Bhasker. Strings arranged and conducted by Larry Gold. Engineer: Jeff Chestek. Assistant engineers: Montez Roberts, Rick Friedrich, John Stahl. Violins: EmmaKummrow, Igor Szwec, Luigi Mazzochi, Gregory Teperman, Olga Konopelsky, Charles Parker. Viola: Davis Barnett, Alexandra Leem. Cello: James J. Cooper, III, Jennie Lorenzo.Bass: Miles Davis. Orchestra in chorus created and performed by Ken Lewis. Engineered by Ken Lewis and Brent Kolatalo. Background vocals: Tony Williams and Jeff Bhasker.© 2008 Please Gimme My Publishing Inc.|EMI Blackwood Music Inc. (BMI)/EMI April Music Canada Ltd.|Stinky Minky Music (SOCAN). All rights for Stinky Minky Music controlledand administered by EMI April Music Inc. (ASCAP)/Jabriel Iz Myne (ASCAP)/Get Ya Frog On Publishing (BMI)/Elsie’s Baby Boy Publishing (ASCAP)/Penafire Music (BMI)/Above TheLine (BMI)/Nappypub Music|Universal Music-Z Songs (BMI)/Young Jeezy Music (BMI)/TCF Music publishing Inc. (ASCAP) This composition embodies portions of “Kissing In The Rain,”written by P. Doyle, published by TCF Music Publishing Inc. (ASCAP).

COLDEST WINTER | Verse 1: | On lonely nights I start to fade | (On lonely nights I start to fade) | Her love's a thousand miles away | (Her love's a thousand miles away) | Chorus: |Memories made in the coldest winter | Goodbye my friend will I ever love again | Memories made in the coldest winter | Verse 2: | Its 4am and I can't sleep | (Its 4am and I can'tsleep) | Her love is all that I can see | (Her love is all that I can see) | Chorus: | Memories made in the coldest winter | Goodbye my friend will I ever love again | Memories made inthe coldest winter | Winter...winter | Goodbye my friend will I ever love again | Goodbye my friend will I ever love again | Goodbye my friend will I ever love again | Verse 3: | IfSpring can take the snow away | (If Spring can take the snow away) | Can it melt away all our mistakes | (Can it melt away all our mistakes) | Chorus: | Memories made in the coldestwinter | Goodbye my friend I won't ever love again | Never again | (K. West, E. Wilson, R. Orzabal) Produced by Kanye West for Very Good Beats/Hip Hop Since 1978. Co-produced byNo I.D. and Jeff Bhasker. Recorded by Andrew Dawson and Anthony Kilhoffer at Glenwood Studios, Burbank, CA and Avex Recording Studio, Honolulu, HI. Assistants at GlenwoodStudios: Chad Carlisle and Isha Erskine. Assistants at Avex Recording Studio: Christian Mochizuki and Gaylord Homomalia. Mixed by Manny Marroquin at Larrabee Studios North, LosAngeles, CA. Assisted by Christian Plata and Erik Madrid. Keyboards: Jeff Bhasker. This composition embodies an interpolation of “Memories Fade,” written by Roland Orzabal and published by Chrysalis Songs (BMI). © 2008 Please Gimme My Publishing Inc.|EMI Blackwood Music Inc. (BMI)/Invisible Music|Chrysalis Publishing (BMI)/Chrysalis Songs (BMI)

SEE YOU IN MY NIGHTMARES | Kanye: | I’m cold | I’m cold | I’m cold | Wayne (Bridge): | I got the right | To put up a fight but not quite | Cause you cut off my light | But my sight | Is bettertonight and I might | See you in my nightmare | Well how did you get there | Cause we were once a fairytale | But this is farewell yeaaaaaah | Kanye (Verse): | I got my life | And it’s my onlyone | I got the night | I'm running from the sun | So goodnight | I'm headed out the door | Door, door, door, door | After tonight | There will be no return | After tonight | I'm taking offon the road | I’m taking off on the road | And that you know | Kanye (Chorus): | That you know | Tell everybody that you know | That I don't love you no more | And that’s one thing that youknow | That you know | Kanye (Verse): | Ok I'm back up on my grind | You do you and I'm just gonna do mine | You do you cuz I'm just gonna be fine | Ok I got you out my mind | And the night isyoung, the drinks is cold | The stars is out I'm ready to go | You always thought I was always wrong | Well now you know tell everybody, everybody that you know | Kanye (Chorus): | Telleverybody that you know | That I don't love you no more | And that’s one thing that you know | That you know | Wayne (Bridge): | I got the right | To put up a fight but not quite | Cause youcut off my light | But my sight | Is better tonight and I might | See you in my nightmare | Well how did you get there | Cause we were once a fairytale | But this is farewell yeaaaaaah | Wayne(Verse): | Baby girl I’m finished | I thought we was committed | I thought we was cemented | I only thought we meant it | But now we just repentin’ | And now we just resentin’ | The clouds ismy vision | Look I had it I be gettin’ | And it’s all because of you | Girl we through | You think your sh*t don't stank but you are Mrs. Peeyew | And I don't see you with me no more | Now telleverybody that you know...that you know | Kanye (Chorus): | That you know | Tell everybody that you know | That I don't love you no more | And that’s one thing that you know | That you know| That you know | Tell everybody that you know | That I don’t love you no more | And that’s one thing that you know | That you know | (K. West, E. Wilson, J. Bhasker, D. Carter) Produced byKanye West for Very Good Beats/Hip Hop Since 1978. Co-produced by No I.D. Recorded by Andrew Dawson and Anthony Kilhoffer at Glenwood Studios, Burbank, CA and Avex RecordingStudio, Honolulu, HI. Assistants at Glenwood Studios: Chad Carlisle and Isha Erskine. Assistants at Avex Recording Studio: Christian Mochizuki and Gaylord Homomalia. Mixed by MannyMarroquin at Larrabee Studios North, Los Angeles, CA. Assisted by Christian Plata and Erik Madrid. Keyboards: Jeff Bhasker. Strings arranged and conducted by Larry Gold. Engineer: JeffChestek. Assistant engineers: Montez Roberts, Rick Friedrich, John Stahl. Violins: Emma Kummrow, Igor Szwec, Luigi Mazzochi, Gregory Teperman, Olga Konopelsky, Charles Parker. Viola: DavisBarnett, Alexandra Leem. Cello: James J. Cooper, III, Jennie Lorenzo. Bass: Miles Davis. Lil Wayne appears courtesy of Cash Money/Universal Motown Records. © 2008 Please Gimme MyPublishing Inc.| EMI Blackwood Music Inc. (BMI)/Invisible Music Chrysalis Publishing (BMI)/Above The Line (BMI)/Young Money Publishing Inc.|Warner Chappell Music (BMI)

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Roc-A-Fella Records Since1996 Hip Hop Since 1978 The Heavy Hitters HUSTLE.

�� 2008 Roc-A-Fella Records, LLC.Manufactured and Marketed by The Island Def Jam Music Group, 825 Eighth Avenue, NY, NY 10019.Distributed by Universal Music Distribution.All rights reserved.0-06025-1791919-8

Executive Producers: The Carter Administration, Kanye West, Gee Roberson and Kyambo “Hip Hop” Joshua

A&R Direction: Patrick “Plain Pat” ReynoldsA&R Administration: Terese JosephMastered by Vlado Meller at Universal Music Studios East, NYCMarketing: Al Branch for Hip Hop Since 1978 and Don C. for Hustle.Marketing for Def Jam: Chris AtlasManagement: Hip Hop Since 1978 and Hustle.Legal Counsel: Alison K. Finley

K A N Y E W E S T 8 0 8 s & H E A R T B R E A K

Art Direction by Past Tell MuseumPhotography by Willy VanderperrePhotograph of Kanye and Donda West by Danny ClinchPackage design: JP RobinsonArtwork by KAWSArt & Photography Coordination: Kristen YiengstPackage Production: Carol Corless Business Affairs: Randy McMillan, Antoinette Trotman, Ian AllenSample Clearances: Eric Weissman Music Licensing, Inc.