L U P E FIAS C O

1. LETTING GO (FEAT. SARAH GREEN)

2. WORDS I NEVER SAID (FEAT. SKYLAR GREY)

3. TILL I GET THERE

4. I DON’T WANNA CARE RIGHT NOW (FEAT. MDMA)

5. OUT OF MY HEAD (FEAT. TREY SONGZ)

6. THE SHOW GOES ON

7. BEAUTIFUL LASERS (TWO WAYS) (FEAT. MDMA)

8. COMING UP (FEAT. MDMA)

9. STATE RUN RADIO (FEAT. MATT MAHAFFEY)

10. BREAK THE CHAIN (FEAT. ERIC TURNER & SWAY)

11. ALL BLACK EVERYTHING

12. NEVER FORGET YOU (FEAT. JOHN LEGEND)

EXECUTIVE PRODUCERS: “FREE CHILLY” AND LUPE FIASCO CO-EXECUTIVE PRODUCER: DARRALE JONES

WWW.LUPEFIASCO.COM WWW.ATLANTICRECORDS.COM

1. LETTING GO (FEAT. SARAH GREEN) Written by W. Jaco, David Manzoor. Published by Hey Lu Chill Music (Heavy As Heaven/Universal Music.Publishing/BMI), Mazel Tov Music Publishing (BMI). Produced by King David “The Future” for Blu Magic Music. Recorded by Joe Peluso at Amerycan Studios and Westlake Recording Studios, Los Angeles, CA. Assisted by Tucker Robinson and Josh Berg. Additional Engineering by Joe Peluso at HorseCannonSoldier Studios, Los Angeles, CA. Mixed by Joe Peluso at Pacifique Studios, Los Angeles, CA. Sarah Green appears courtesy of 1st & 15th Productions Inc. I 2. WORDS I NEVER SAID (FEAT. SKYLAR GREY) Written by W. Jaco, Alexander Grant, Holly Brook. Published by Hey Lu Chill Music (Heavy As Heaven/Universal Music Publishing/BMI), Songs Of Universal, Inc. (BMI) o/b/o Alexander Grant, Universal Music – Z Songs/Hotel Bravo Music/M. Shop Publishing (BMI) o/b/o Holly Brook. Produced by Alex Da Kid for Wonderland Music, LLC. Recorded by Blast Off Productions at Blast Off Studios, NYC. Additional Engineering: Joe Peluso at HorseCannonSoldier Studios, Los Angeles, CA. Mixed by Manny Marroquin at Larrabee Studios, Los Angeles, CA. Assisted by Erik Madrid. Additional vocal production on Skylar Grey’s vocals by Skylar Grey. Skylar Grey’s vocals recorded by Skylar Grey. Skylar Grey appears courtesy of Wonderland Music, LLC. I 3. TILL I GET THERE Written by W. Jaco, Khari Cain, Ricky Rutland, Khalil Walton. Published by Hey Lu Chill Music (Heavy As Heaven/Universal Music Publishing/BMI), Dry Rain Entertainment/Universal Music Publishing (ASCAP). Produced by Needlz for Dry Rain Entertainment/Grindstone, Inc. Recorded by Joe Peluso at Westlake Recording Studios, Los Angeles, CA. Assisted by Tucker Robinson. Additional Engineering by Joe Peluso at HorseCannonSoldier Studios, Los Angeles, CA. Mixed by Joe Peluso at Pacifique Studios, Los Angeles, CA. Keyboards: Ricky “Coldifiya” Rutland. Drum Programming: Bradley Bowden. I 4. I DON’T WANNA CARE RIGHT NOW (FEAT. MDMA) Written by W. Jaco, Dominic Jordan, Jimmy Gannos, Jason “Pooh Bear” Boyd. Published by Hey Lu Chill Music (Heavy As Heaven/Universal Music Publishing/BMI), PooBZ Publishing/Bug Music (ASCAP), Future Music, LLC. Produced by the Audibles for Future Music LLC. Recorded by Greg “GBall” Magers at the The Attic Recording Studios, Chicago, IL. Additional Engineering/Ravey Outro by Joe Peluso at HorseCannonSoldier Studios, Los Angeles, CA. Mixed by Joe Peluso at Pacifique Studios, Los Angeles, CA I 5. OUT OF MY HEAD (FEAT. TREY SONGZ) Written by W. Jaco, Michael Snoddy, Ronnie Jackson, Jerry Duplessis, Arden Altino. Published by Hey Lu Chill Music (Heavy As Heaven/Universal Music Publishing/BMI), Makithot Music Publishing (SESAC)/Perfect Attendance, LLC, Einnor Music/Warner Chappell Music Publishing (ASCAP), Te-Bass Music Inc. administered by EMI Blackwood Music (BMI), Altino Music Inc./Wonda Songs administered by EMI Blackwood Music (ASCAP). Produced by Miykal Snoddy for Compound Productions, LLC/Go2man Management, LLC/KreeMovement.com. Co-Produced by Jerry “Wonda” Duplessis for Wonda Music. Recorded by Serge “Sergical” Tsai and Koby Hass at Platinum Sound Recording Studio, New York, NY. Music Recorded by Miykal Snoddy at Makithot Studios ATL, GA. Additional Recording by Angel Caputo at Night Bird Studios, Los Angeles, CA. Mixed by “You Can Ask” Giz. Bass Guitar: Jerry Duplessis. Trey Songz appears courtesy of Songbook/Atlantic Recording Corporation. I 6. THE SHOW GOES ON Written by W. Jaco, Kane, Daniel Johnson, Dustin William Brower, Jonathon Keith Brown, Isaac Brock, Eric Judy, Dann Gallucci. Published by Hey Lu Chill Music (Heavy As Heaven/Universal Music Publishing/BMI), Artist Publishing Group West (ASCAP), Dustin William Brower Publishing Designee, Jonathan Keith Brown Publishing Designee, Sony/ATV Harmony on behalf of itself and The Best Dressed Chicken in Town, Tschudi Music and Ugly Casanova (ASCAP). Produced by Kane Beatz for The Building/Hip Hop Since 1978. Mixed by Jaycen-Joshua Fowler and Dave Pensado for Penua Project/Innersound Management at Larrabee Studios, Los Angeles, CA and Kane Beatz for The Building/Hip Hop Since 1978. “The Show Must Go On” contains a portion of “Float On” written by Isaac Brock, Eric Judy and Dann Gallucci and published by Sony/ATV Harmony on behalf of itself and The Best Dressed Chicken in Town, Tschudi Music and Ugly Casanova (ASCAP). I 7. BEAUTIFUL LASERS (2 WAYS) (FEAT. MDMA) Written by W. Jaco, Jason “Pooh Bear” Boyd, David Manzoor. Published by Hey Lu Chill Music (Heavy As Heaven/Universal Music Publishing/BMI), PooBZ Publishing/Bug Music (ASCAP), Mazel Tov Music Publishing (BMI). Produced by King David “The Future” for Blu Magic Music. Recorded by Claudio Cueni at Mally Mall Studios, Las Vegas, NV. Additional Engineering: Trevor Astey. Mixed by Joe Peluso at Amerycan Studios, Los Angeles, CA. Assisted by Josh Berg. Drums: King David. Guitars and Bass: Dan Manzoor. All Keyboards: King David. I 8. COMING UP (FEAT. MDMA) Written by W. Jaco, Jason “Pooh Bear” Boyd, David Manzoor. Published by Hey Lu Chill Music (Heavy As Heaven/Universal Music Publishing/BMI), PooBZ Publishing/Bug Music (ASCAP), Mazel Tov Publishing (BMI). Produced by King David “The Future” for Blu Magic Music. Recorded by Claudio Cueni at Mally Mall Studios, Las Vegas, NV. Mixed by Joe Peluso at Amerycan Studios, Los Angeles, CA. Assisted by Josh Berg. Drums: King David. Guitars: Trevor Astey. Bass: Dan Manzoor. All Keyboards: King David. I 9. STATE RUN RADIO (FEAT. MATT MAHAFFEY) Written by W. Jaco, David Manzoor. Published by Hey Lu Chill Music (Heavy As Heaven/Universal Music Publishing/BMI), Mazel Tov Publishing (BMI). Produced by King David

“The Future” for Blue Magic Music. Recorded by Joe Peluso & Trevor Aster at The Record Plant, Los Angeles, CA. Assisted by Ghazi Hourani. Mixed by Joe Peluso at Pacifique Studios, Los Angeles, CA. Drums: King David, Prescott Ellison. Guitars and Bass: Michael “Fish” Herring. All Keyboards: King David. I 10. BREAK THE CHAIN (FEAT. ERIC TURNER & SWAY) Written by W. Jaco, E. Mughal, E. Turner, D. Safo. Published by Hey Lu Chill Music (Heavy As Heaven/Universal Music Publishing/BMI), EMI Blackwood (BMI)/2Stripes Music Publishing, Warner Chappell Music Scan-danavia, Bucks Music Group/Talpa/Piano Songs. Produced by iSHi for 2Stripes Music/Delirious Blacksmith Mgmt. Ltd. Recorded by Greg “GBall” Magers at the The Attic Recording Studio, Chicago, IL. Additional Recording at 2Stripes Studio, Sweden. Additional Engineering by Joe Peluso at HorseCannonSoldier Studios, Los Angeles, CA. Mixed by Joe Peluso at Pacifique Studios, Los Angeles, CA. Hook Vocals: Eric Turner. All instruments by iSHi. iSHi Management: Tim Blacksmith & Danny D. Eric Turner appears courtesy of 2Stripes Music. Sway appears courtesy of Dcypha Productions. I 11. ALL BLACK EVERYTHING Written by W. Jaco, Wizzo Buchanan, Sammy Fain, Irving Kahal. Published by Hey Lu Chill Music (Heavy As Heaven/Universal Music Publishing/BMI), Simon Johnson, Sickathanyouraverage (ASCAP), Cory Doan (BMI), NJ Damu Mtume Moyo Music Inc., by Fain Music Company and The New Irving Kahal Music Company c/o Bughouse. Produced by Wizzo Buchanan for Buchanan Music Works. Co-Produced by Cory Buchanan for Buchanan Music Works. Recorded by Greg “GBall” Magers at The Attic Recording Studio, Chicago, IL & at BMW Studios, Jersey City, NJ. Mixed by Joe Peluso at Pacifique Studios, Los Angeles, CA. “All Black Everything” contains samples from “I’ll Be Seeing You” performed by Jimmy Durante. Under license from Warner Strategic Marketing.“All Black Everthing” contains portions of “I’ll Be Seeing You” written by Sammy Fain and Irving Kahal and published by Fain Music Company and The New Irving Kahal Music Company c/o Bughouse. I 12. NEVER FORGET YOU (FEAT. JOHN LEGEND) Written by W. Jaco, Jerry Duplessis, Arden Altino, Reginald Perry, John Legend. Published by Hey Lu Chill Music (Heavy As Heaven/Universal Music Publishing/BMI), Te-Bass Music Inc. administered by EMI Blackwood Music (BMI), Altino Music Inc./Wonda Songs administered by EMI Blackwood Music (ASCAP), EMI April Music Inc, obo itself and Reggie Perry Music (ASCAP), Cherry River Music o/b/o John Legend Publishing. Produced by Jerry “Wonda” Duplessis for Wonda Music and Syience for StayFresh Music/Rokkworld Music Group. Co-Produced by Arden Altino for Altino Music/Wonda Music. Recorded by Warren Babson and Serge ‘Sergical’ Tsai at Platinum Sound Recording Studio, NYC. Additional Recording by Joe Peluso at Paramount Studios, Los Angeles, CA. Mixed by Serge ‘Sergical’ Tsai at Platinum Sound Recording Studio, NYC. Assisted by Warren Babson and Gabe Robles. Keyboards: Arden ‘Keyz’ Altino. John Legend appears courtesy of Sony Music Group.

Executive Producers: “FREE CHILLY” and Lupe Fiasco. Co-Executive Producer: Darrale Jones. Legal Representation: Lisa Bonner, Bonner Law, A Professional Corporation. Managed by “FREE CHILLY” for 1st & 15th Productions, Inc. A&R Direction: Darrale Jones. A&R Administration: Lanre Gaba. A&R Coordination: Amanda Berkowitz. Marketing: Marsha St. Hubert. Publicity: Cara Donatto. New Media: Brian Dackowski. Packaging Production: Brian Ranney. Art Manager: Rob Gold. Sample Clearances by Deborah Mannis-Gardner for dmg, inc. All tracks mastered by Brian “Big Bass” Gardner at Bernie Grundman Mastering, Los Angeles, CA. Recording Manager/Chief Engineer: Joe Peluso. Photography by: Andrew Zaeh. Grooming by: Janice Kinjo. Art Direction & Design: OAK www.oaknewyork.com

LUPE THANK YOU’S Firstly to “The October 15th Lasers Liberation Front” with you this album has become something more than just mere music. This is my gift to you all in return to the gift you all have given me. Thank you for your support and love. Momma we got another one! Free Chilly!!! To family and friends and to all who made this possible you are appreciated more than you know! And to my beloved brother ESCO, May Allah bless you and watch over your family in your absence...Until we meet again...Peace & Much Love 2 Ya! — LF

© 2011 Atlantic Recording Corporation for the United States and WEA International Inc. for the world outside of the United States. All Rights Reserved. Printed in U.S.A. 527257-6

TO EVERY MAN, WOMAN & CHILD WE WANT AN END TO THE GLAMORIZATION

OF NEGATIVITY IN THE MEDIA || WE WANT AN END TO STATUS SYMBOLS

DICTATING OUR WORTH AS INDIVIDUALS || WE WANT A MEANINGFUL AND

UNIVERSAL EDUCATION SYSTEM || WE WANT SUBSTANCE IN THE PLACE OF

POPULARITY || WE WILL NOT COMPROMISE WHO WE ARE TO BE ACCEPTED BY

THE CROWD WE WANT THE INVISIBLE WALLS THAT SEPARATE BY WEALTH,

RACE & CLASS TO BE TORN DOWN WE WANT TO THINK OUR OWN THOUGHTS || WE

WILL BE RESPONSIBLE FOR OUR ENVIRONMENT || WE WANT CLARITY & TRUTH

FROM OUR ELECTED OFFICIALS OR THEY SHOULD MOVE ASIDE || WE WANT LOVE

NOT LIES || WE WANT AN END TO ALL WARS FOREIGN & DOMESTIC VIOLENCE

WE WANT AN END TO THE PROCESSED CULTURE OF EXPLOITATION, OVER-

CONSUMPTION & WASTE || WE WANT KNOWLEDGE, UNDERSTANDING & PEACE

|| WE WILL NOT LOSE BECAUSE WE ARE NOT LOSERS, WE ARE LASERS || LASERS

ARE THE OPPOSITE OF LOSERS || LASERS ARE SHINING BEAMS OF LIGHT THAT

BURN THROUGH THE DARKNESS OF IGNORANCE || LASERS SHED LIGHT ON

INJUSTICE AND INEQUALITY || LOSERS STAND BY AND LET THINGS HAPPEN

|| LASERS ACT AND SHAPE THEIR OWN DESTINIES || LASERS FIND MEANING

AND DIRECTION IN THE MYSTERIES ALL AROUND THEM || LASERS STAND FOR

LOVE AND COMPASSION || LASERS STAND FOR PEACE || LASERS STAND FOR

PROGRESSION || LASERS ARE REVOLUTIONARY || LASERS ARE THE FUTURE