1. INTRO 2. ASS ON The FlOOR feat. Swizz Beatz 3. YeAh YeAh YOu WOuld feat. Grace JoneS 4.

I hATe ThAT YOu lOve Me 5. SOMeONe TO lOve Me 6. hATe YOu NOW 7. YOuR lOve feat. trey SonGz 8. ShAdeS feat. LiL wayne, JuStin timBerLake, BiLaL & JameS fauntLeroy 9. ANgelS feat. notoriouS B.i.G. & rick roSS 10. STRObe lIghTS feat. LiL wayne 11. lOOkINg FOR lOve feat. uSher 12. I kNOW feat. chriS Brown, wiz khaLifa & Seven of richGirL 13. lOvINg YOu NO MORe feat. Drake 14. hellO gOOd MORNINg feat. t.i 15. lAST NIghT PART 2 16. YeSTeRdAY feat. chriS Brown 17. ChANge 18. COMINg hOMe feat. SkyLar Grey

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Interscope Records. 2220 Colorado Ave., Santa Monica, CA 90404. Manufactured and distributed in the United States by Universal Music Distribution.PC 2010 Bad Boy/Interscope Records. All rights reserved. Unauthorized duplication is a violation of applicable laws.

Intro Written by Guy Gerber + Published by Westbury Music Ltd. 2007 + Produced by Guy Gerber + All instruments by Guy Gerber + Engineered by Matthew Testa, Steve Rock Star Dickey at Daddys House Recording Studio, N.Y.C + Mixed by Steve Rock Star Dickey at Daddys House Recording Studio, N.Y.C + Assisted by Justin Sampson Ass on the Floor featuring swizz Beatz Written by Sean Combs, Dawn Richard, Leroy Watson, Kalenna Vick, Kasseem Dean + Published by Justin Combs Music Publishing Administered by EMI April (ASCAP), Our Dawn Publishing/Janice Music Combs Publishing Administered by EMI Blackwood Music (BMI), Anya Nicole Publishing/ Janice Combs Publishing adm by EMI Blackwood (BMI), Blank Paper/Grizzo Music adm. By EMI Blackwood (BMI), Published by Swizz Beatz/Universal Tunes, A Division of Songs of Universal, Inc. (SESAC) + Produced by Swizz Beatz for Swizz Beatz Productions, Inc. + Keyboard arrangement by Tyrone Johnson for Soul Bliss Music, Inc. + Additional keyboards by Eric Hudson and Jeffrey J-Dub Walker + Engineered by Matthew Testa, Steve Rock Star Dickey and Pat Viala at Daddys House Recording Studio NYC. + Mixed by Jaycen Joshua for the Penua Project at Larrabee Studios in Universal City, CA. + Mix assisted by Jesus Garncia + Swizz appears courtesy of Swizz Beatz Productions

YeAh YeAh You Would featuring Grace Jones Written by Sean Combs, Dawn Richard, Leroy Watson, Kalenna Vick, Nathaniel Hills + Published by Justin Combs Publishing Administered by EMI April Music (ASCAP), Our Dawn Publishing/Janice Music Combs Publishing Administered by EMI Blackwood Music (BMI), Anya Nicole Publishing/Janice Combs Publishing adm by EMI Blackwood (BMI),Blank Paper/Grizzo Music adm. By EMI Blackwood (BMI), Danjahandz Music/Warner Chappell (SESAC) + Additional background vocals by James Fauntleroy II + Produced by: Danja for Danjahandz Productions + Additional keyboards by Eric Hudson, Jeffrey J-Dub Walker, and David J-Maul Johnson + Engineered by Matthew Testa, Steve Rock Star Dickey and Marcella Ms. Lago Araica for Red Bottoms Productions at Chalice Recording Studio, L.A., CA. Assistant Engineer Smith Carlson and Edward Sanders + Mixed by Jaycen Joshua for the Penua Project at Larrabee Studios in Universal City, CA + Assistant Mix Engineer Giancarlo Lino and Jesus Granica + Grace Jones appears courtesy of PIAS/Wall of Sound

I hAte thAt You love Me Written by Sean Combs, Leroy Watson, Rodney Jerkins, Lashawn Daniels, Latoya Duggan, Victoria McCants + Published by Justin Combs Music Publishing Administered by EMI April (ASCAP), Anya Nicole Publishing/Janice Combs Publishing adm by EMI Blackwood (BMI), Rodney Jerkins/EMI Blackwood Music (BMI), Lashawn Daniels/EMI Music Publishing (ASCAP), LeToya Duggan/International Music Publishing admin by Kobalt Music, Victoria McCants/International Music Publishing admin by Kobalt Music (BMI) + Produced By Rodney Darkchild Jerkins for Darkchild.com + Vocal Production by Lashawn Big Shiz Daniels + All Music By Rodney Darkchild Jerkins + Additional Keys by Mario Winans + Additional Background Vocals by Latoya Duggan and Lashawn Daniels + Engineered by Matthew Testa, Steve Rock Star Dickey at Daddys House Recording Studio NYC and Mike Handz Donaldson at 2nd Floor Studios, Hollywood, CA. + Mixed by Manny Marroquin at Larrabee Studios, Los Angeles, CA. + Mix assisted by Erik Madrid soMeone to love Me Written by J. Duplessis, Leroy Watson + Published by Te-Bass Music Inc. administered by EMI Blackwood (BMI), Anya Nicole Publishing/Janice Combs Publishing adm by EMI Blackwood (BMI) + Produced by Jerry Wonda Duplessis for Te-Bass Productions Inc. + Co-produced by Arden Keyz Altino for Te-Bass Productions Inc. + Guitars by Ben Defusco + DJ Cut by Leon Higgins + Engineered by Matthew Testa and Steve Rock Star Dickey at Daddys House NYC and Serge Sergical Tsai at Platinim Sound Recording Studio NYC + Mixed by Matthew Testa and Serge Sergical Tsai at Daddys House + Assisted by Billy Villane and Kevin Kev-O Wilson for Platinum Sound Recording Studio NYC + Second Assistant Henri-David HD Magloire + Someone To Love Me contains samples from You Roam When You Dont Get It At Home written by Bettye Crutcher, David Porter, Ronnie Williams and published by Irving Music Inc. (BMI), Robosac Music(BMI) used by permission. All rights reserved. + Someone To Love Me Contains samples from You Roam When You Dont Get It At Home Performed by The Sweet Inspirations From the album The Estelle, Myrna and Sylvia (Stax 8565) Courtesy of Stax Records/Concord Music Group, Inc. hAte You noW Written by Sean Combs, Dawn Richard, Kalenna Vick, Nathaniel Hills + Published by Justin Combs Music Publishing Administered by EMI April (ASCAP), Our Dawn Publishing/Janice Music Combs Publishing Administered by EMI Blackwood Music (BMI), Blank Paper/Grizzo Music adm. By EMI Blackwood (BMI), Danjahandz Music/Warner Chappell (SESAC) + Produced by: Danja for Danjahandz Productions + Keyboards by David Jmaul Johnson + Bass by Steve Styles + Engineered by Matthew Testa, Steve Rock Star Dickey and Marcella Ms. Lago Araica for Red Bottoms Productions at Chalice Recording Studio, L.A., CA. + Engineering assisted by Smith Carlson and Edward Sanders. + Mixed by Jaycen Joshua for the Penua Project at Larrabee Studios in Universal City, CA + Mix assisted by Jesus Garncia Your love featuring trey songz Written by Indira Boodram, Kesia Hollins, Jazmyn Michel, Awesome Jones, Alja Jackson, Rick Ross + Published by First-N-Gold/ Sony/ATV Songs LLC (BMI), My Diet Starts Tomorrow, Inc./Songs of Universal Inc. (BMI), Nuns With Attitudes (BMI), TheCirclesFull (BMI), Sounds of Angels (BMI)/U Cant Teach Bein the Shhh (BMI), Princess Diva Music/Kori G Music (ASCAP) + Produced by Polow da Don for Zone 4 IncVocal Produced by V. Bozeman + Engineered by Matthew Testa, Steve Rock Star Dickey, Jeremy J Stevenson at No Excuse Studios Los Angeles, Ca + Mixed by Jeremy J Stevenson for Thats Crazy LLC and Miles Walker for 45th and 3rd Music at No Excuses Studios Los Angeles, CA + Assisted by Brian Fluff Allison and Nolan Wescott +Trey Songz appears courtesy of Songbook Entertainment/Atlantic Recording Corporation shAdes featuring lil Wayne, Justin timberlake, Bilal & James Fauntleroy Written by Sean Combs, James Fauntleroy, Dernst Emile II, Wayne Carter, Justin Timberlake + Published by Justin Combs Music Publishing Administered by by EMI April Music (ASCAP), Fauntleroy Music/Underdog West Songs/Almo (ASCAP), DII Music/Tailored 4U Music (BMI), Young Money Publishing/Warner- Chappell Music (BMI), TENNMAN TUNES, ADMIN. BY. UNIVERSAL MUSIC - Z TUNES LLC (ASCAP) + Produced by: Dernst D-Mile Emile II for Medinah Entertainment + Background vocals by James Fauntleroy II + Engineered by Matthew Testa, Steve Rock Star Dickey, Chris TEK ORyan and Paul Foley at Daddys House Recording Studio NYC + Mixed by Jaycen Joshua for the Penua Project at Larrabee Studios in Universal City, CA + Assistant Mix Engineer Giancarlo Lino and Jesus Granica + Lil Wayne appears courtesy of Cash Money/Universal Motown Records + Justin Timberlake appears courtesy of Jive Records

AnGels featuring notorious B.I.G. & rick ross Written by Sean Combs, Mario Winans, James Fauntleroy II, Christopher Wallace, Nashiem Myrick, Carlos Broady, Darryl McDaniels, Deric Angelettie, Ron Lawrence, Shawn Carter, Norman Whitfield + Published by Justin Combs Publishing adm. by EMI April Music (ASCAP), Marsky Music/Janice Combs Music Publishing adm. by EMI Blackwood (BMI), Fauntleroy Music/Underdog West Songs/Almo Music (ASCAP), Big Poppa Music/Justin Combs Publishing adm. by EMI April Music (ASCAP), Nash Mack Music (ASCAP), July Six Publishing c/o Sony /ATV Melody (BMI), WB Music Corp (ASCAP), Deric Angelettie Music adm. by EMI Blackwood Music (BMI), Ausar Music adm. by EMI April Music Inc. (ASCAP), Stone Diamond Music Corp. (BMI), EMI Blackwood Music (BMI) + Produced by Sean P Diddy Combs for Bad Boy Entertainment and Mario Winans for Golden City Entertainment + Background vocals by James Fauntleroy II + Engineered by Matthew Testa, Steve Rockstar Dickey and Chris Tek ORyan + Mixed by Matthew Testa at Daddys House Recording Studio + Contains elements of My Downfall written by S. Combs, C. Wallace, N. Myrick, C. Broady, D. McDaniels and published by EMI April Music, Inc. (ASCAP), Nash Mack Music (ASCAP), and July Six Publishing c/o Sony/ATV Melody (BMI), and WB Music Corp (ASCAP). Used by Permission. All rights reserved. + Contains elements of Where Im From written by D. Angelettie, R. Lawrence, S. Carter, N. Whitfield and published by Universal Music Careers (BMI), Stone Diamond Music (BMI), and EMI Blackwood Music (BMI) and EMI April Music Inc. (ASCAP). Used by permission. + This track contains a sample of the recording Where Im From as performed by Jay Z. Courtesy of Island Def jam Recordings under license from Universal Music Enterprises. Used by permission. All rights reserved. + Rick Ross appears courtesy of Def Jam Recordings stroBe lIGhts featuring lil Wayne Written by Seven Aurelius, Tim McEwan, Dawn Richard, Kalenna Vick, Wayne Carter + Published by Marcus Aurelius Music / Janice Combs Music Publishing Adm. by EMI Blackwood (BMI), DEEKAY Music Aps / ), Our Dawn Publishing/Janice Music Combs Publishing Administered by EMI Blackwood Music (BMI), Blank Paper/Grizzo Music adm. By EMI Blackwood (BMI), Young Money Publishing/Warner-Chappell Music (BMI) + Produced by: 7 Aurelius for 700 Degrees Entertainment + Co-Produced By DEEKAY + Engineered by Matthew Testa and Steve Rock Star Dickey at Daddys House Recording Studio, N.Y.C. + Assistant Engineer Nicholson Joseph Jr. + Mixed by Jaycen Joshua for the Penua Project at Larrabee Studios in Universal City, CA + Assistant Mix Engineer Giancarlo Lino and Jesus Granica + Lil Wayne Appears Courtesy of Cash Money/Universal Motown Records lookInG For love featuring usher Written by Michael Lo Jones, Rick Ross, James Lackey + Published by Young Jones/Janice Combs Publishing adm. By EMI Blackwood (BMI), First-N-Gold/Sony/ATV Songs LLC (BMI), J Pat Publishing/EMI Music-US Production/EMI Music + Produced by: James JLack Lackey for US Production/JLack Tracks + Co produced by Polow da Don for Zone 4, Inc + Engineered by Matthew Testa, Steve Rock Star Dickey at Daddys House Recording Studio + Mixed By Fabian Marasciullo at Chalice Recording Studio + Mix Assisted by Chris Kasych + Usher Appears Courtesy of LaFace Records

I knoW featuring Chris Brown, Wiz khalifa & seven of richgirl I Know Featuring Chris Brown & Wiz Khalifa + Written By Hollywood Hotsauce, Don Trip, Wiz Khalifa, Chris Brown, Full Circle (India Boodram, Kesia Hollins, Jazmyn Michel) + Published by: My Diet Starts Tomorrow, Songs of Universal, Inc. (BMI), God Cant Lie Publishing/U Cant Teach Bein The Shhh/ Songs of Universal, Inc./Culture Beyond Ur Experience Publishing (BMI)/Songs of Universal, Nuns With Attitudes (BMI), TheCirclesFull (BMI), Sounds Of Angels (BMI) + Produced by Awesome Jones for Zone 4 inc and Hollywood Hotsauce + Engineered by Jeremy J Stevenson, Steve Rock Star Dickey at No Excuses Studios Los Angeles Ca assisted by Matt Champlain + Mixed by Mathew Testa, Jeremy J Stevenson for Thats Crazy LLC and Miles Walker for 45th and 3rd Music at No Excuses Studios Los Angeles, CA assisted Justin Batad + Chris Brown appears courtesy of Jive Records + Wiz Khalifa appears courtesy of Atlantic Records + Seven of Richgirl appears courtesy of Jive Records lovInG You no More featuring drake Written by Sean Garrett, Miykal Snoddy, Mario Winans, Dawn Richards, Aubrey Graham + Published by Team S. Dot Publishing (BMI), Makihot Music Publishng (SESAC), Marksy Music/Janice Combs Publishing Administered by EMI Blackwood, Inc.(BMI), Our Dawn Publishing/Janice Combs Publishing Administered By EMI Blackwood Music (BMI), Livewrite/EMI Blackwood Music (BMI) + Produced by Sean Garrett for The Practice: Team S. Dot and Miykal Snoddy for Makihot LLC/Kreemovement LLC + Additional Keyboards by Mario Winans + Engineered by Matthew Testa and Steve Rock Star Dickey, at Circle House Recording Studio, Miami, Fl and Noah 40 Shebib and Miles Walker for 45th and 3rd Music at Daddys House Recording Studios NYC + Additional Recording by Nicholson Joseph Jr. and Stefan Johnson of The Monsters Music at Daddys House Recording Studios, NYC + Mixed by Jaycen Joshua for the Penua Project/Innersound at Larrabee Studios, N. Hollywood, CA. Mix assisted by Giancarlo Lino + Mixing Assistant Kevin Kev-O Wilson + Drake appears courtesy of Aspire/Young Money/Cash Money/Universal Motown Records

hello Good MornInG featuring t.I. Written by Rico Love, Nathaniel Hills, Marcella Araica, Clifford Harris + Published by Rico Love Is Still A Rapper/Foray Music (SESAC) // Danjahandz Muzik + (SESAC) (adm. by Kobalt Music Group Ltd.) // Yaslina Music Publishing Inc. (ASCAP) (adm. in North America by David M. Ehrlich & Associates and elsewhere by Kobalt Music Group Ltd.) // Crown Club Music BMI Grand Hustle administered by Warner Chappell + Produced by Danja for Danja Handz Productions Vocals by Rico Love and Dirty Money + Instruments by Danja + Engineered by Matthew Testa, Steve Rock Star Dickey and Marcella Ms. Lago Araica for Red Bottoms Productions at Chalice Recording Studios, Los Angeles, CA. + Engineering assisted by Jared Newcomb, Smith Carlson and Edward Sanders. + Mixed by: Jaycen Joshua for Penua Project at Larrabee Studios, Universal City, CA. + Mix assisted by: Giancarlo Lino + T.I. appears courtesy of Grand Hustle/Atlantic Recording Corporation lAst nIGht PArt 2 Written by Sean Combs,Mario Winans, James Fauntleroy, Rico Love + Published by Justin Combs Music Publishing Administered by EMI April (ASCAP), Marsky Music/Janice Combs Music Publishing Administered by EMI Blackwood Music (BMI), Fauntleroy Music/Underdog West Songs/Almo Music (ASCAP), Rico Love Is Still A Rapper/Forary Music (SESAC) + Produced by Mario Winans for Golden City Entertainment + Background vocals by James Fauntleroy II + Engineered by Matthew Testa, Steve Rock Star Dickey at Chalice Recording Studio + Assisted by Jared Newcomb and Smith Carlson + Mixed by Jaycen Joshua for the Penua Project at Larrabee Studios in Universal City, CA + Mix assisted by Giancarlo Lino and Jesus Garncia YesterdAY featuring Chris Brown Written by Mario Winans, Chris Brown, Kevin McCall, Crystal Johnson, Aubrey Graham + Published by Marsky Music/Janice Combs Music Publishing Administered by EMI Blackwood Music (BMI), Songs of Universal, Inc./Culture Beyond Ur Experience Publishing (BMI), Songs of Universal, Inc./Kmacnificent/ Culture Beyond Ur Experience Publishing (BMI), CStyle Ink/SlideThat/EMI (ASCAP) + Produced by Mario Winans for Golden City Entertainment + Additional keyboards and guitar by Dernst D-Mile Emile + Engineered by Matthew Testa, Steve Rock Star Dickey, Kevin Kev-O Wilson and Stefan Johnson of The Monsters Music at Daddys House Recording Studio, N.Y. and Brian Springer at Record Plant + Assistant Engineer Justin Sampson + Mixed by Jaycen Joshua for the Penua Project at Larrabee Studios in Universal City, CA + Assistant Mix Engineer Giancarlo Lino and Jesus Granica + Chris Brown appears courtesy of Jive Records ChAnGe Written by Terius Nash, Christopher Stewart + Published by 2082 Music/WB Music Publishing (ASCAP), RZE Music Publishing/Universal Music (ASCAP) + Produced by C Tricky Stewart for RedZone Entertainment and Terius The-Dream Nash for Radio Killa Records + Vocals produced by Kuk Harrell + Additional music by Mario Winans + Engineered by Matthew Testa, Steve Rock Star Dickey at Daddys House Recording Studios NYC and Brian B-Luv Thomas, Pat Thrall, Andrew Wuepper, and Chris TEK ORyan at The Boom Boom Room, Burbank, CA. Assistant Engineer Luis Navarro + Mixed by Jaycen Joshua for the Penua Project at Larrabee Studios in Universal City, CA + Mix assisted by Giancarlo Lino and Jesus Garncia

CoMInG hoMe featuring skylar Grey Written by Alexander Grant, Skylar Grey, Shawn Carter, Jermaine Cole + Published by Songs Of Universal, Inc. (BMI) o/b/o Alexander Grant, Universal Music - Z Songs/Hotel Bravo Music/M. Shop Publ. (BMI) o/b/o Holly Brook, EMI April Music, Inc. o/b/o Carter Boys Music (ASCAP), Dreamvillain/Songs of Universal, Inc./BMI + Produced by Alex Da Kid for Wonderland Music, LLC + Co-Produced by Shawn Jay Z Carter + Additional piano, guitar and bass by J Browz + Additional keyboards by Eric Hudson and Jeffrey J-Dub Walker + Vocal production by Sly Jordan + Additional backgrounds by Cassie Ventura + Engineered by and Matthew Testa and Steve Rock Star Dickey at Chalice Recording Studios, Los Angeles, CA. and Zach Gurka at End of Era Studios + Engineering assisted by Jared Newcomb and Chris Kasych + Mixed by Manny Marroquin at Larrabee Studios N. Hollywood Ca + Mix assisted by Erik Madrid + Skylar Grey appears courtesy of Wonderland Music

Executive Producer Mario Winans and Harve Pierre + Associate Executive Producer Rodney Jerkins + Management by James Cruz Control Cruz for Bad Boy Management + A&R for Bad Boy: Capricorn Clark and Matt Testa + A&R for Interscope: Shawn Holiday + A&R Coordinator for Interscope: Tunji Balogun + A&R Administration: Gwendolyn Niles + Legal Representation for Diddy and Bad Boy: Kenny Meiselas Esq. and Ed Shapiro Esq. + Creative Direction for Diddy Dirty Money: Capricorn Clark + Mastered by: Tony Dawsey and Brian BigBass Gardener + Marketing Director: Andrew Flad + Publicity: Cara Donatto & Yvette Gayle + Production Coordinators for Bad Boy: Daniel Skid Mitchell & Hughes Yooggie Felizor + Production: Andrew Van Meter + International: Don Robinson & Jurgen Grebner + Legal: Erika Savage & Todd Douglas + Art Direction: Stephanie Hsu & Dalya Taman + Art Direction & Design: Morning Breath, Inc. + Photographer: Travis Shinn + Stylist: Marni Senofonte & Derek Roche + Hair for Dawn and Kalenna: Larry Sims + Hair for Diddy: Curtis Smith + Make up for Dawn and Kalenna: Myla Morales + Make up for Diddy: Lucia Rodriguez and Merrell Hollis Dirty Money Thank Yous: Thank you to everybody and we do mean EVERYBODY. God Bless you. With Love, Sean, Dawn and Kalenna

LAST TRAIN TO PARIS

PC 2010 Bad Boy/Interscope Records. All rights reserved. Unauthorized duplication is a violation of applicable laws.