1. P U T YO U R A R M S A R O U N D M EWritten by Natasha Bedingfield, Steve Kipner, Andrew Frampton and WayneWilkins / Produced by Natasha Bedingfield, Steve Kipner, Andrew Framptonand Wayne Wilkins / Keyboard / Drum Programming: Wayne Wilkins / Guitar:Nick Lashley / Background Vocals: Natasha Bedingfield, Steve Kipner,Andrew Frampton and Wayne Wilkins / Mixed by Manny Marroquin atLarrabee Studios, Los Angeles, CA / Assisted by Jared Robbins / © 2007 EMIApril Music Inc. (ASCAP) obo itself, Stephen A. Kipner Music, In-Genius SongsLtd. / EMI Blackwood Music Inc. (BMI) obo EMI Music Pub. Ltd.

That original feeling never went away / That’s why I’m standin’here today / So many ups and downs but nothing’s changed /That’s why I know I’m here to stay / So put your arms around meand then stay there forever / Let it always be this way you andme together / So put your arms around me and I’ll never let go /I know they’re easy words to say but I mean it more than ever /Yours is the kind of love / Makes nothin’ else feel good enough /And I’m never gonna give you up, oh no, oh no / That original feel-ing never went away / That’s why I’m standin’ here today / Ain’tnobody gonna take your place / Only you make me feel this way/ So many ups and downs but nothing’s changed / That’s why Iknow I’m here to stay / Ain’t nobody gonna replace / Only youmake me feel this safe / I can’t explain what’s the glue that holdsus in / I can’t refrain, if I had the chance I’d do it over again / Soput your arms around me

2. P O C K E T F U L O F S U N S H I N EWritten by Natasha Bedingfield, Danielle Brisebois and John M. Shanks /Produced by John Shanks / Recorded by Jeff Rothschild / Mixed by MannyMarroquin at Larrabee Studios, Los Angeles, CA / Recorded at Starstruck,Nashville, TN and Henson Recording Studios, Hollywood, CA / AssistantEngineers: Aaron Kasdorf and Jared Robbins / ProTools Editing by Lars Fox /Guitars, Bass and Keyboards by John Shanks / Drums and Programming byJeff Rothschild / Guitar by Wendy Melvoin / Keyboards by Charlie Judge /Contractor: Shari Sutcliffe / Background Vocals by Natasha Bedingfield,John Shanks and Danielle Brisebois / © 2007 EMI Blackwood Music (BMI) oboitself, Gator Baby Music and EMI Music Pub. Ltd.

I got a pocket - got a pocketful of sunshine / I got a love and Iknow that it’s all mine / Do what you want but you’re nevergonna break me / Sticks and stones are never gonna shake me/ I got a pocket - got a pocketful of sunshine / I got a love and

I know that it’s all mine / Wish that you could but you ain’tgonna own me / Do anything you want you can’t slow medown / Take me away - a secret place / A sweet escape - takeme away / Take me away - to better days / Take me away - ahiding place / I got a pocket - got a pocketful of sunshine / I gota love and I know that it’s all mine / Do what you want butyou’re never gonna break me / Sticks and stones are nevergonna shake me / I got a pocket - got a pocketful of sunshine/ I got a love and I know that it’s all mine / Wish that you couldbut you ain’t gonna own me / Do anything you can to controlme - no, you can’t control me / There’s a place that I go - thatnobody knows / Where the rivers flow - and I call it home / Andthere’s no more lies - and the darkness is light / And nobodycries - there’s only butterflies / The sun is on my side / And ittakes me for a ride / I smile up to the sky / I know I’ll be alright

3. H A P PYWritten by Toby Gad, Meleni Smith and Natasha Bedingfield / Produced byToby Gad / Background Vocals by Natasha Bedingfield, Meleni Smith /Arrangement, All Instruments and Programming by Toby Gad / VocalsRecorded at the Miramar in Santa Monica, CA / Mixed by Toby Gad atStrawberrybee Studios, New York, NY /© 2007 Sony ATV (ASCAP) / Cherry LaneMusic / EMI

Landlord's knocking at my door - cussin’ me out / Got laid off myjob the night before - can't figure how / I'm gonna fix tomorrowwhen - yesterday's still a mess / Can you tell me what's the point,man - it all seems meaningless / Wish that I could step away andbreathe / this world's tryin’ to swallow me / Clear away theclouds inside my head / Someone just tell me / That it's okay now- What are you worryin’ about? / Got my dreams, got my life, gotmy love / Got my friends, got the sunshine above / why'm Imakin’ this hard on myself / when there's so many beautiful rea-sons I have to be happy / People lie, people hide, people cry /People fight - and they don't know why / If fear is all that weshould fear, then what are we so afraid of? / Cuz fear is only in ourheads / Any day I go mad thinkin’ that / everyone is against me- and the world wants to fight me / Preparing to battle an enemyunseen / During my stressin’ I am blinded to the lessons / thatcould be a blessin’ if I'd be confessin’ / that the enemy I'm tryingto beat is hiding in me / Keep your grind on girl / It's your life - it'syour world

4. LOV E L I K E T H I S featuring Sean KingstonWritten by The Runaways, Louis Biancaniello, Rico Love, Ryan Tedder, SamWatters, Wayne Wilkins, Natasha Bedingfield and Kisean Anderson /Produced by The Runaways, Wayne Wilkins, Sam Watters, Ryan “Alias”Tedder and Louis Biancaniello / Recorded and Mixed by The Runaways atHenson Recording Studios, Hollywood, CA and Record Plant RecordingStudios, Hollywood, CA / Assisted by Keith Gretlein, Matt Serrecchio andNate Hertweck / Additional Background Vocals by RaVaughn Brown / SeanKingston’s Vocals Engineered by Greg Ogan at Chalice Studios, LosAngeles, CA / © 2007 S.M.Y. Publishing /SONY ATV (ASCAP) / EMI April Music,Inc. (ASCAP) / UR-IV Music (ASCAP) / Write 2 Live (ASCAP), administeredworldwide by Kobalt Music Publishing America, Inc. (ASCAP) / BreakthroughCreations/EMI April Music (ASCAP) / Wayne Wilkins Music (BMI) / Eyes AboveWater (ASCAP) / BHEIGHTSMUSIC (ASCAP)

Boy we go back so far / Swinging in your backyard / All the thingsthat we used to do / We were cool back in high school / Ooh Ireally liked you / Must’ve been your attitude / And that’s why youkeep on runnin’ in and out of my mind / As the years they all rollby / Baby now I know why / I keep comin’ back to you / You’re theonly one that knows me / Love it when you hold me / I’ll never finda love like this / Now we’ll never be lonely / Look at whatchashowed me / I’ll never find a love like this / When this life tries tokeep us apart / You keep callin’ me back to your heart / I’m soglad you found me / Wrap your world around me / You’ll neverfind a love like this / Other guys tried to take me / You’re the onewho saved me / I feel like I owe you my life / And as strange as itmay seem / I’ll go if you take me / I’m willing to sacrifice / That’swhy you keep on runnin’ in and out of my mind / As the years theyall roll by / It’s not hard to know why / I keep comin’ back to you /Me neva find a la la love like this / That still make me think aboutmy middle school kiss / I sit here in this chair and I wish / For younot to leave me now / My friends they always told me / Not tomake you my wifey / Man they was puttin’ you down / And nowthey see we rollin’/ Me and you we strollin’/ They don’t wannacome around

5. P I E C E O F YO U R H E A RTWritten by Natasha Bedingfield, Jonathan Rotem, Danielle Brisebois /Produced by J.R. Rotem for Beluga Heights / All Instruments Performed andArranged by J.R. Rotem for Beluga Heights / Recorded by Greg Ogan atChalice Recording Studios, Los Angeles, CA / Mixed by Phil Tan for RiotProof

Productions at Soapbox Studios, Atlanta, GA / Assisted by Josh Houghkirk / ©2007 EMI / Jonathan Rotem Music/Sony ATV Music Publishing, LLC (BMI) / EMIBlackwood Music Inc. (BMI) on behalf of Itself and Gator Baby Music

I know you’re trying to make me happy / I know you’re doing ityour way way / And I don’t always make it easy / To know theperfect words to say say / If you wanna give me what I want /Listen / Cuz I’m gonna tell you what I need / So bad / If youwanna give me what I crave / Hold me / So I can feel your love /When the craziness begins to get to me / Just need a hand tohold just be that somebody / It’s your tenderness that’s gonnamake it right / I want a piece of your heart not a piece of yourmind / You’re always trying to solve the puzzle / You alwayswanna fix what’s broke / You keep searching through the rubble/ And never want to let it go / Sometimes it feels like I’m raining onthe inside / And all things that I’m trying I don’t get it right / Andsometimes yeah I fall but I get up / It takes a while but I get therein my own time / Love is a very wide open door / You can gothrough every time you want more / Why do I feel like the glass ishalf full? / When I’ve got enough of it to fill a swimming pool

6. S O U L M AT EWritten by Natasha Bedingfield, David Tench and Mads Hauge / Producedby Patrick Leonard and Natasha Bedingfield / Original Vocal Production byDavid Tench and Mads Hauge / Strings Arranged and Cello by VanessaFreebirn / Violins: Carla Campell, Neel Hammond / Viola: Hanoh / Guitars:Mads Hauge / Recorded at Henson Studios, Los Angeles, CA by BrianScheuble / Mixed by Manny Marroquin at Larrabee North Studios, LosAngeles, CA / Assisted by Jared Robbins / © 2007 EMI Blackwood Music Inc.(BMI) obo EMI Music Pub. Ltd.

Incompatible, it don't matter though / Cuz someone's bound tohear my cry / Speak out if you do / You're not easy to find / Is itpossible Mr. Loveable / Is already in my life? / Right in front of me/ Or maybe you're in disguise / Who doesn’t long for someoneto hold / Who knows how to love you without being told /Somebody tell me why I’m on my own / If there’s a soulmate foreveryone / Here we are again, circles never end / How do I findthe perfect fit / There’s enough for everyone / But I’m still waitingin line / Most relationships seem so transitory / They’re all goodbut not the permanent one

7. S AY I T AGA I NWritten by Natasha Bedingfield, A. Levine and Mike Elizondo / Producedby Mike Elizondo / Engineered by Adam Hawkins / Bass, Guitars,Keyboards, Programming: Mike Elizondo / DW Drums and MeinlCymbals: Trevor Lawrence exclusively / Recorded at Phantom Studios,Westlake Village, CA / Mixed by Spike Stent at the Mix Suite, OlympicStudios / Assisted by Alex Dromgoole / © 2007 EMI Blackwood Music Inc.(BMI) obo EMI Music Pub. Ltd.

No need to translate / Cuz my eyes give me away / Eventhough my lips don't say / Should be so easy / But my headgets in the way / All the things that I want to tell you / You’rethe most perfect yet / Most definitely that I’ve met / And Iwonder if you know that’s how I feel about you / I hope youknow / Cuz I have so much love for you / Do with it what youwill / And I have nothing more to prove / Say to me what youwill / Say, say it again / Not enough lovers in life to go around/ But there’s you and there’s me / If we don’t shut it out / It’snot hard to let go / Enough to let me in / If it’s meant to be /It can only be good / You’re the most perfect fit / Most defi-nitely that I’ve met / And I hope that you feel the same waytoo / About me.. just let me know / Can you take it from me? /If I give, can you receive? / I’m reaching out / Giving every-thing / I give you my heart, I give you my soul / I give you it all

8. A N G E LWritten by Rodney Jerkins, Rico Love, Lashawn Daniels, Crystal “Crystyle”Johnson / Produced by Rodney "Darkchild" Jerkins for Darkchild.com /Background Vocals by Natasha Bedingfield and Rico Love / All Music byRodney "Darkchild" Jerkins and Dernst "D.Mile" Emile / Vocal Production byRodney “Darkchild” Jerkins / Recorded by Roberto “Tito” Vazquez andMike “Handz” Donaldson at 2nd Floor Studios, Atlantic City, NJ / Mixed byManny Marroquin and Rodney Jerkins at Larrabee North Studios, LosAngeles, CA / © 2007 Rodney Jerkins (BMI)/EMI Music Publishing / RicoLove Is Stil l A Rapper/Foray Music, Inc. (SESAC) / Lashawn Daniels(ASCAP)/EMI Music Publishing / CStyle INK Music (ASCAP)/Slide ThatMusic/EMI April Music Inc. (ASCAP)

A-N-G-E-L / A-N-G-E-L / Just like a shadow / I'll be beside you/ I'll be your comfort / I’m there to guide you home / I will pro-vide you / A place of shelter / I wanna be your stone / I'll actas if you do / Tell me what you’re wanting me to do / I'll makeit great to be a man / With a woman who can stand / On every

promise given / Makin’ vows to please her man / If I could be yourangel / Protect you from the pain / I'll keep you safe from danger/ You'll never hurt again no more / I'll be your a-n-g-e-l / I’ll beyour angel / Just like the moon I'll step aside / And let your sun-shine while / I follow behind cuz baby what you got / You deserveall the props you’re everything / I'm not I'm so glad you’re mine /Tell me why are there so many good / Men in the world misunder-stood / He's a dog, he's no good / I wish somebody would /Disrespect my man / You gon have to come see me / I go hardfor my baby / He's all that I need / So if you gotta good one / Putyour hands up / C'mon girl and stand up / Go ahead lift yourman up / Get up / If you gotta good one / Put your hands up /C'mon girl and stand up / Go ahead lift your man up / Get up

9. BAC K YA R D Written and Produced by Natasha Bedingfield and Greg Kurstin / AllInstruments Played and Recorded by Greg Kurstin / Mixed by MannyMarroquin at Larrabee North Studios, Los Angeles, CA / Assisted by JaredRobbins / © 2007 EMI April Music Inc. (ASCAP) obo itself & Kurstin Music / EMIBlackwood Music Inc. (BMI) of EMI Music Pub. Ltd.

It’s been too long / Don’t think I’ve seen you smile at me for quitea while / And we’re too busy doing things / We haven’t noticedwhat’s missing / Where’s the fun we used to have? / My childishways and your sarcasm / Silly jokes and fairy tales / Where didwe leave them? / Lost in the backyard / Your lasso, my tiara / Mywand, your plastic bazooka / Why can’t we be how we were / Inthe backyard / Your cowboy hat, my tutu / You hide and seek, Icatch you / Why can’t we be how we were in the backyard / Inthe backyard / Simple days of hand in hand / And drawing ournames in the sand / Somehow life just complicates / Our buriedtreasure it just waits / Lost in the backyard / You can still meetme in the garden / You and I and hide behind the roses bed /You and I / You and I / Lost in the backyard again

10. FRECKLESWritten by Natasha Bedingfield and Toby Gad / Produced by Toby Gad /Background Vocals by Natasha Bedingfield / Arrangement, All Instrumentsand Programming by Toby Gad / Vocals Recorded at the Miramar in SantaMonica, CA / Mixed by Toby Gad at Strawberrybee Studios, New York, NY/© 2007 EMI / Cherry Lane Music Publishing Inc.

I used to care so much about what others think about / I almostdidn't have a thought of my own / The slightest remark wouldmake me embark on a journey of self doubt / But that was awhile ago / This girl has got stronger - and if I knew then what Iknow now / I would have told myself don't worry any longer it'sokay / Because a face without freckles is like a sky without thestars / Why waste a second not loving who you are / Those littleimperfections - make you beautiful - loveable - valuable / Theyshow your personality - inside your heart / Reflecting who youare / I wondered if I could trade my body with somebody else inmagazines / Would the whole world fall at my feet / I felt unwor-thy and would blame my failures on the ugliness I could see /When the mirror looked at me / Sometimes I still feel - like that lit-tle girl / Who doesn't belong in her own world / But I'm gettingbetter at reminding myself

11. W H O K N OW S Written by Natasha Bedingfield and Mike Elizondo / Produced by MikeElizondo / Engineered by Adam Hawkins / Bass, Guitars, Keyboards,Programming: Mike Elizondo / DW Drums and Meinl Cymbals: TrevorLawrence exclusively / Recorded at Phantom Studios, Westlake Village, CA/ Mixed by Spike Stent at the Mix Suite, Olympic Studios / Assistant Engineer:Alex Dromgoole / © 2007 EMI Blackwood Music Inc. (BMI) obo EMI MusicPub. Ltd.

I’m in like with you / Not in love with you quite yet / My heart’sbeginning to / Slightly overrule my head / Oh no, oh no / My selfcontrol / It won’t hold up for very long / Oh no, oh no / You touchmy soul / I can’t help falling too fast for you / Can you hold on abit / Stop before we go / Cuz I might need a moment / And Iwouldn’t wanna spoil it / Who knows if I am ready or not / Onlytime will tell / Who knows if we are ready to make this something/ Who knows / Maybe this is love / But I haven’t fallen in quite yet

12. P I R AT E BO N E SWritten and Produced by Natasha Bedingfield, Steve Kipner, AndrewFrampton and Wayne Wilkins / Keyboards/Programming: Wayne Wilkins,Andrew Frampton / DW Drums and Meinl Cymbals: Trevor Lawrence exclu-sively / Strings: Richard Altenbach, Leader, Contractor/Arranger for StringOrchestra / Violin: Julie Gigante, Natalie Leggett, Mark Robertson / Viola:Keith Greene / Cello: Sebastian Toettcher, Victor Lawrence / Bass: Michael

Valerio / Recorded at The Sweatbox, Los Angeles, CA and The Phono Room,London, UK / Strings Recorded at Entourage Studios, Los Angeles, CA /Drums Recorded at: Sonora Recorders, Los Angeles, CA / Mixed by MannyMarroquin at Larrabee Studios, Los Angeles, CA / Assisted by Jared Robbins/ © 2007 EMI April Music Inc. (ASCAP) obo itself, Stephen A. Kipner Music, In-Genius Songs Ltd. / EMI Blackwood Music Inc. (BMI) obo EMI Music Pub. Ltd.

What if I squeezed myself into any shape / And I still don’t fit /What if I bend myself so much that I break / And I can’t mend it/ What if I burned so bright that the fire goes out / And I can’tstay lit / What’s the point in it / I could get good at crying croc-odile tears / Just to get along / I could carry on telling you whatyou want to hear / Till my voice is gone / But if I finally get to theplace that I think is home / And I don’t belong / What’s the pointin it / Where’s the benefit / When I’m gaining all but I’m losing it/ It’s not worth having / If it’s too much to hold / It can dig sodeep / That you’re left with a hole / Thirsty in a desert with a bagfull of gold / Don’t wanna end up like pirate bones / What Ithought was precious just a pile of stones / I might have thetreasure but I’d be lying alone / Just a pile of pirate bones / If Iforfeit my soul it ain’t worth having / If it’s something I stole it ain’tworth having / What if I stake everything I am on a dream / Andit’s counterfeit / If I reach the end that justifies the means /Could I live with it / And if it’s true that having too much of anygood thing / Can only make me sick / What’s the point in it /Where’s the benefit / When I’m gaining all, but I’m losing it

13. N OT G I V I N ’ U PWritten by Natasha Bedingfield, Nate “Danja” Hills, Steve Kipner / Producedby Nate “Danja” Hills / Mixed by Marcella "Ms. Lago" Araica at LarrabeeStudios, Los Angeles, CA and Metropolis Studios, UK / Assisted by Katia Lewinand Matt Paul / Additional Vocal Engineering by Dan Frampton / Danjaappears for DanjaHandz Productions / Keyboard: Danja / Drums: Danja /Additional ProTools: Jason Pennock / © 2007 EMI April Music Inc. (ASCAP)obo itself & Stephen A. Kipner Music / EMI Blackwood Music Inc. (BMI) oboEMI Music Pub. Ltd.

Rubbing salt in my wounds / Like it don’t hurt, like it don’t hurt me/ Your sweet bitter love songs / That seduce me with a sinisterbeat / I’m bringing out the worst in you / Was never my intentionto / And that was just unfair to do / Salt in my wounds / Getting

burned up / With the negative heat / How can I stay mad withyou? / When I’m so in love with you / I don’t know what we argueabout / When all we do is scream and shout / I still believe in ourlove right now / And it’s gonna work out somehow / You and mewe got common ground / I’m not giving up, no / Are you lookingfor a way out? / Are you looking for an exit door? / It seems likeall the fuss you’re making / Is a sign that you’re not quite sure /Well, I don’t recommend you do / Cuz what we got’s too good tolose / And I can tell you know that too / Or is it just aggravation /You’re picking on me / You’re rubbing salt in my wounds / Maybejust a kind word now and then / Could turn it around and makeus a happy end / But if this is it and the moment is gone / Wellthen I guess I must have just got it wrong / As wise as it sounds itjust doesn’t make sense / And as long as it takes I’m gonna keepon trying / Cuz I’m not giving up on us / I’m not giving up, no

Mastered by Dave Kutch at The Mastering Palace, NYCManagement: David Sonenberg and William Derella for DAS Communications, Ltd.Neale Easterby and Richard Ramsey for Empire Artist Management

A&R: Keith Naftaly

Design: Michelle HolmeCover Photo: James WhitePackaging Photos: John Akehurst

natashabedingfieldusa.com natashabedingfield.com

© 2007 SONY BMG MUSIC ENTERTAINMENT / “Epic” and EReg. U.S. Pat. and Tm. Off. Marca Registrada. G0100013199957

Thank YouI’m grateful to so many people for getting behind this album andtreating it as if it were their own. I also want to thank those who havegiven me so much in the friendship department. It is because of youthat I am able to learn and grow and even mess up sometimes andstill know that you think I’m OK. That means more to me than any-thing. / I would absolutely not have been able to make this album orbe anything that remotely resembles sane without the people listedbelow: Bedingfield fam – thanks for your never-ending support andlove. I love you all so much. Jonas & Karin (Kiki) Myrin, Niki, Josh, myMatt Robinson – you’re wonderful, Laura Michelle Kelly, my incredibleBekah and beau too, the Collins, the whole Wilson fam, Matt & BethRedman, Gina, Padre Leatherbarrows, the Skeates, Chandru & Elisha,Lisa Laudat, Ricardo Rojas, there are a whole lot of other friends I’mgrateful for too who I ran out of space to list, but you know who youare and thanks. Thank you to my fans who have let yourselves con-nect with my music and given your continued support. / Thanks alsoto (still) the best musos ever – Dave Tench, Luca Campaner, DaveGlass my hero, Pete Martin, Trevor Lawrence. Pip Betteridge, CraigDuffy, Lauren Evans, Sharlene Hector and Sharlene Linton. All pastand present loves and mates, thanks for giving me the ammunitionand inspiration. / Stevie Wonder, U2, The Beatles, Lauryn Hill, Björk,Donny Hathaway, Damien Rice, Jeff Buckley, Radiohead, OprahWinfrey, Mother Teresa, I thank you for your inspiration. God, I thankyou for carrying me through and for giving me music and art toexpress myself with and for a career that I enjoy. / Songwriters, pro-ducers and mixers: Steve (Yoda) Kipner, Andrew (Mayo) Frampton,Wayne Wilkins, Danielle Brisebois, Mike Elizondo, Greg Kurstin, PatrickLeonard, Adam Levine, Nate Danja, Marcella Araica, Rodney Jerkins,Toby Gad, JR Rotem, Sean Kingston, Rico Love, Ryan Tedder, SamWatters, Louis Biancaniello, John Shanks, Trevor Lawrence, DavidTench, Mads Hauge, Manny Marroquin, Mark Spike Stent, Dave Kutch. /Phonogenic – Tops Henderson, Paul Lisberg, Steve & Andrew again. /Thanks for believing I could do it. / To my EPIC family – Rob Stringer,Charlie Walk, Keith Naftaly, Scott Greer, Lois Najarian, Lee Stimmel,Adam Granite, Tara Melega, Doug McVehil, Samantha Benerofe,Jacqueline Saturn, Tommy Nappi, Alex Levy, Jeff Bardin, Debi Lipetz,Paddy Rascona, Brandon Creed, Julie Ann Marsibilio, AlexandraDunne and the rest of the team. Thanks for your passion and dedi-cation. / To Sony/BMG UK – Ged Doherty, Craig Logan, RobbieMcIntosh, Dave Shack, Carina Grace. / DAS Communications –David Sonenberg, William Derella, Georgina McAvenna / EmpireArtist Management – Neale Easterby, Richard Ramsey, Danielle, Amy /Russell Roberts – Sheridans / CAA - David Zedeck and team / SophieMuller, Chris Milk, David Meyers, Chris Applebaum, Matthew Rolston,Jake Nava, Gil Green / I support Global Angels which is doing somuch for kids around the world. To find out more about this amazingcharity, please go on the website Globalangels.org. Every pennydonated from the public goes directly to help a kid rather than formarketing or wages.