1. Intro 2. Real featuring Sarah Green for 1st & 15th Productions, Inc Written by: Lupe Fiasco, Soundtrakk, H. Mason and K. Mason Published by: Hey Lu Chill Music (Heavy as Heaven/BMG Songs, Inc./BMI), 1st & 15th Publishing (Mr. Lopez Music/BMG Songs Inc./ASCAP), Mason Music (ASCAP) Produced by: Soundtrakk for 1st & 15th Productions Inc Recorded at: 1st & 15th Studios by Greg Magers Mixed at: Hinge, Chicago, IL by Craig Bauer Mix a**istants: James Auwarter and Ryan Neuschafer Contains a sample of "How Does It Feel" as recorded by Harvey Mason, used courtesy of Arista Records, a unit of Sony BMG Music Entertainment. This composition embodies portions "How Does It Feel" written by H. Mason and K. Mason, published by Masong Music (ASCAP) 3. Just Might Be OK featuring Gemini for 1st & 15th Productions, Inc Written by: Lupe Fiasco, Prolyfic and P. Humphrey Published by: Hey Lu Chill Music (Heavy as Heaven/BMG Songs, Inc./BMI), 1st & 15th Publishing (Prolyfic for Gusto Publishing/BMG Song Inc./BMI), Paul Nelson Humphrey Music (ASCAP) Produced by: Prolyfic for 1st & 15th Productions Recorded at: 1st & 15th Studios by Greg Magers Mixed at: Hinge, Chicago, IL by Craig Bauer Mix a**istants: James Auwarter and Ryan Neuschafer This composition embodies portions of "Humphrey's Overture" written by P. Humphrey, published by Paul Nelson Humphrey Music (ASCAP) 4. Kick, Push Written by: Lupe Fiasco and Soundtrakk Published by: Hey Lu Chill Music (Heavy as Heaven/BMG Songs, Inc./BMI), 1st & 15th Publishing (Mr. Lopez Music/BMG Songs Inc./ASCAP) Produced by: Soundtrakk for 1st & 15th Productions Inc Recorded at: 1st & 15th Studios by Greg Magers Mixed at: Hinge, Chicago, IL by Craig Bauer Mix a**istants: James Auwarter and Ryan Neuschafer 5. I Gotcha Written by: Lupe Fiasco and Pharrell Williams Published by: Hey Lu Chill Music (Heavy as Heaven/BMG Songs, Inc./BMI), Waters of Nazareth/EMI Blackwood Music (BMI) Produced by: The Neptunes Recorded at Record Plant by Andrew Coleman Lupe's vocals recorded by Brian Gartner Mixed at Sony Studios by Pat Viala Pharrell Williams appears courtesy of Star Trak Entertainment/Interscope Records and Virgin Records 6. The Instrumental featuring Jonah Matranga Written by: Lupe Fiasco, M. Shinoda, J. Matranga, S. Lopez, C. Robyn and J. Gutenberger Published by: Hey Lu Chill Music (Heavy as Heaven/BMG Songs, Inc./BMI), Kenji Kobayashi/Zomba Songs, Inc. (BMI), Stage Three Music (U.S.) Inc. d/b/a Stage Three Songs (ASCAP) Produced by: Mike Shinoda for Kenji Kobayashi Productions Recorded at: 1st & 15th Studios by Greg Magers Mixed at: Hinge, Chicago, IL by Craig Bauer Mix a**istants: James Auwarter and Ryan Neuschafer This composition embodies portions of "Nestle" written by J. Matranga, S. Lopez, C. Robyn and J. Gutenberger, published by Stage Three Music (U.S.) Inc. d/b/a Stage Three Songs (ASCAP) 7. He Say She Say featuring Gemini and Sarah Green for 1st & 15th Productions, Inc Written by: Lupe Fiasco, Soundtrakk, B. Bacharach and H. David Published by: Hey Lu Chill Music (Heavy as Heaven/BMG Songs, Inc./BMI), 1st & 15th Publishing (Mr. Lopez Music/BMG Songs Inc./ASCAP), Hidden Valley Music (ASCAP), All rights administered by WB Music Corp./Casa David Music (ASCAP) Produced by: Soundtrakk for 1st & 15th Productions Inc Recorded at: 1st & 15th Studios by Greg Magers Mixed at: Hinge, Chicago, IL by Craig Bauer Mix a**istants: James Auwarter and Ryan Neuschafer Additional engineering: James Auwarter This track contains a sample of the recording "The Last One to Be Loved" as performed by Burt Bacharach ℗ 1964 Scepter Records, a division of UMG Recordings, Inc. Courtesy of Universal Records under license from Universal Music Enterprises. Used by permission. All rights reserved. Contains elements of "The Last One to Be Loved" (B. Bacharach/H. David), Hidden Valley Music (ASCAP), All rights administered by WB Music Corp/Casa David Music (ASCAP). All rights reserved 8. Sunshine Written by: Lupe Fiasco and Soundtrakk Published by: Hey Lu Chill Music (Heavy as Heaven/BMG Songs, Inc./BMI), 1st & 15th Publishing (Mr. Lopez Music/BMG Songs Inc./ASCAP) Produced by: Soundtrakk for 1st & 15th Productions Inc Recorded at: 1st & 15th Studios by Greg Magers Mixed at: Hinge, Chicago, IL by Craig Bauer Mix a**istants: James Auwarter and Ryan Neuschafer 9. Daydreamin' featuring Jill Scott Written by: Lupe Fiasco, Craig Kallman, Dave Mackay, Sylveer Van Holman and Raymond Vincent Published by: Hey Lu Chill Music (Heavy as Heaven/BMG Songs, Inc./BMI), Ardmore and Beechwood Ltd./First Floor Music (PRS) Produced by: Craig Kallman Additional production by: I Monster Recorded and mixed at Right Track Studios, NY Engineered and mixed by Bojan Dugic Assistant Engineers: Reed "Mountain Man" Taylor and Chris "Wandering Bear" Jennings Contains a sample of "Daydream in Blue" performed by I Monster; used courtesy of Instant Karma Records, Ltd. Contains elements of "Daydream" written by Dave Mackay, Sylveer Van Holman and Raymond Vincent and published by Ardmore and Beechwood Ltd./First Floor Music (PRS), used by permission Jill Scott appears courtesy of Hidden Beach Recordings/Columbia Records 10. The Cool Written by: Lupe Fiasco, Kanye West and Dexter Wansel Published by: Hey Lu Chill Music (Heavy as Heaven/BMG Songs, Inc./BMI), Please Gimme My Publishing/EMI Blackwood Music Publishing (BMI), Warner Chappell Music Inc Produced by: Kanye West for Hip Hop Since 1978 Recorded at: 1st & 15th Studios by Greg Magers Mixed at: Hinge, Chicago, IL by Craig Bauer Mix a**istants: James Auwarter and Ryan Neuschafer Contains a sample of "Life on Mars" performed by Dexter Wansel used courtesy of Philadelphia International. Contains elements of "Life on Mars" written by Dexter Wansel published by Warner Chappell Music Inc., used by permission 11. Hurt Me Soul Written by: Lupe Fiasco, Needlz, T. Camillo and M. Sawyer Published by: Hey Lu Chill Music (Heavy as Heaven/BMG Songs, Inc./BMI), Needlz Publishing, EMI Unart Catalog Inc. o/b/o itself and Kama Sutra Music Inc./Zella Music/Spirit One Music o/b/o itself Council Rock Music Company (BMI) Produced by: Needlz for Dry Rain Entertainment Recorded at: 1st & 15th Studios by Greg Magers Mixed at: Hinge, Chicago, IL by Craig Bauer Mix a**istants: James Auwarter and Ryan Neuschafer Contains a sample from "Stay with Me" as recorded by Cecil Holmes used courtesy of Buddha Records, a unit of Sony BMG Music Entertainment. This composition embodies portions of "Stay with Me" written by T. Camillo and M. Sawyer, published by EMI Unart Catalog Inc. o/b/o itself and Kama Sutra Music Inc./Zella Music/Spirit One Music o/b/o Council Rock Music Company (BMI) 12. Pressure featuring Jay Z Written by: Lupe Fiasco, Prolyfic, Shawn Carter, M. Melvoin and B. Schnee Published by: Hey Lu Chill Music (Heavy as Heaven/BMG Songs, Inc./BMI), 1st & 15th Publishing (Prolyfic for Gusto Publishing/BMG Song Inc./BMI), Carter Boys Publishing/EMI April Music Inc. (ASCAP), Michael Melvoin Music (ASCAP) Produced by: Prolyfic for 1st & 15th Productions Recorded at: 1st & 15th Studios by Greg Magers Mixed at: Hinge, Chicago, IL by Craig Bauer Mix a**istants: James Auwarter and Ryan Neuschafer Additional engineering: James Auwarter Contains a sample of "Pressure Cooker" performed by Thelma Houston, used courtesy of Sheffield Lab Records. This composition embodies portions of "Pressure Cooker" written by M. Melvoin and B. Schnee, published by Michael Melvoin Music (ASCAP) Jay Z appears courtesy of Roc-A-Fella Records 13. American Terrorist featuring Matthew Santos Written by: Lupe Fiasco, Prolyfic and A. Corea Published by: Hey Lu Chill Music (Heavy as Heaven/BMG Songs, Inc./BMI), Universal MCA Music Publishing (ASCAP), 1st & 15th Publishing (Prolyfic for Gusto Publishing/BMG Song Inc./BMI) Produced by: Prolyfic for 1st & 15th Productions Recorded at: 1st & 15th Studios by Greg Magers Mixed at: Hinge, Chicago, IL by Craig Bauer Mix a**istants: James Auwarter and Ryan Neuschafer Contains a sample of "The Romatic Warrior" performed by Return to Forever, used courtesy of Sony BMG Music Entertainment. Contains elements of "The Romantic Warrior" written by A. Corea, used courtesy of Universal MCA Music Publishing (ASCAP) 14. The Emperor's Soundtrack Written by: Lupe Fiasco, Soundtrakk and Schenker Published by: Hey Lu Chill Music (Heavy as Heaven/BMG Songs, Inc./BMI), 1st & 15th Publishing (Mr. Lopez Music/BMG Songs Inc./ASCAP), Blue Musique Ltd. (PRS) Produced by: Soundtrakk for 1st & 15th Productions Inc Recorded at: 1st & 15th Studios by Greg Magers Mixed at: Hinge, Chicago, IL by Craig Bauer Mix a**istants: James Auwarter and Ryan Neuschafer Contains a sample of "Between the Walls" performed UFO, used courtesy of EMI Records, UK. Contains elements of "Between the Walls" written by Schenker, used courtesy of Blue Musique, Ltd. (PRS) 15. Kick, Push II Written by: Lupe Fiasco and Brandon Howard Published by: Hey Lu Chill Music (Heavy as Heaven/BMG Songs, Inc./BMI), Chutzpah Music (Notting Hill Music/ASCAP) Produced by: Brandon Howard for 1st & 15th Productions Inc Recorded at: 1st & 15th Studios by Greg Magers Mixed at: Hinge, Chicago, IL by Craig Bauer Mix a**istants: James Auwarter and Ryan Neuschafer 16. Outro - Executive Producers: Jay Z, Chill & Lupe Fiasco Co Executive Producer: Darrale Jones Legal Representation: Lisa Bonner, Bonner Law, a professional corporation Managed by: Chill for 1st & 15th Productions Inc Co-Manager: Jason Salvador for 1st & 15th Production Inc./Red Vision Music Special Consultant: Kanye West A&R Direction: Darrale Jones A&R Administration: Lanre Gaba Marketing: Veronica Alvericci Creative Direction: Righteous Kung Fu Photography: Mireya Acierto & Chuck Anderson Cover Art by: Righteous Kung Fu and Chuck Anderson of NoPattern Logo Design: Rostarr Design: Charles R. Barrett & Patrick Fong Sample Clearances by: Eric Weissman for Sample Clearances, Ltd. and Deborah Mannis-Gardner for DMG, Inc All Tracks Mastered at: Sterling Sound by Chris Gehringher, a**isted by Will Quinell - This album is dedicated to my grandmother, Bertha Lee Evans. Rest in peace Peace and much love to ya! THANK YOU... - © 2006 Atlantic Recording Corporation for the United States and WEA International Inc. for the world outside the United States. All rights reserved