SUMMER RAIN (M. Morrison, E. Lind, A. Bjørklund, C. Kelly) (ASCAP/BMI) Produced by Espionage for 45th & 3rd Music LLC • Recorded by Francis Murray, Espen Lind and Amund Bjørklund at Integrated Studios, NYC • Additional recording by Ross Petersen at Quad Recording Studios, NYC • Mixed by Mark Endert at Indian River Studios, FL • Mix Assistant: Doug Johnson • Lead Vocals: Matthew Morrison • Drums: Shawn Pelton • All other instruments: Espionage

STILL GOT TONIGHT (S. Kipner, A. Frampton, K. Allen) (ASCAP/BMI) Produced by Andrew Frampton/Steve Kipner • Recorded at “The Sweatbox,” Los Angeles, CA and Sphere Studios, London • Mixed by Jon Kaplan at The Lemonade Stand, NYC • Mix assistant and editing: Andy Marcinkowski • Andrew Frampton: Keyboards, Bass, Guitars, and Programming • Steve Kipner: Additional Keyboards

LET YOUR SOUL BE YOUR PILOT - Matthew Morrison and Sting(Sting) (BMI) Produced by Rob Mathes • Engineered by Claudius Mittendorfer Additional Engineering by Jamie Siegel • Assistant Engineer: Ryan Kelly • Editing by Alex Venguer and Tim Mitchell • Recorded at MSR Studios, NY, NY • Additional vocal recording by Paul Smith at Capitol Recording Studios • Mixed by Jeff Juliano at Milestone, Harbeson, DE • Assistant mix engineer: Garrett Davis • Music preparation: Mike and Lori Casteel • Strings arranged and conducted by Rob Mathes • Strings recorded at Abbey Road Studios, London, UK by Jonathan Allen • Assisted by Lewis Jones • Strings contracted by Isobel Griffiths • Concertmaster: Thomas Bowes • Matthew Morrison: Ukelele • Zev Katz: Bass • Shawn Pelton: Drums • Billy Masters: Electric Guitar • Jamie Siegel: Programming • Rob Mathes: Piano, Keyboards, Acoustic Guitars • Jeff Kievit: Trumpet • David Mann: Alto Sax • Andy Snitzer: Tenor Sax • Roger Rosenberg: Baritone Sax • Choir: Tawatha Agee, Sharon Bryant, Robin Clarke, Angela Clemmons, Dennis Collins, Mike Harvey, Cindy Mizelle, Nicki Richards, Catherine Russell, Vaneese Thomas, Fonzi Thornton, James “D Train” Williams • Production Coordinator: Jill Dell’Abate • Sting appears courtesy of A&M Records

MY NAME (M. Morrison, F. White) (ASCAP/BMI) Produced by Rob Mathes • Engineered by Claudius Mittendorfer • Additional Engineering by Jamie Siegel • Assistant Engineer: Ryan Kelly • Editing by Alex Venguer and Tim Mitchell • Recorded at MSR Studios, NY, NY • Additional vocal recording by Paul Smith at Capitol Recording Studios • Mixed by Jeff Juliano at Milestone, Harbeson, DE • Assistant mix engineer: Garrett Davis • Music preparation: Mike and Lori Casteel • Strings arranged and conducted by Rob Mathes • Strings recorded at Abbey Road Studios, London, UK by Jonathan Allen • Assisted by Lewis Jones • Strings contracted by Isobel Griffiths • Concertmaster: Thomas Bowes • Matthew Morrison: Ukelele • Zev Katz: Bass • Shawn Pelton: Drums • Billy Masters: Electric Guitar • Jamie Siegel: Programming • Rob Mathes: Piano, Keyboards, Acoustic Guitars • Jeff Kievit: Trumpet • David Mann: Alto Sax • Andy Snitzer: Tenor Sax • Roger Rosenberg: Baritone Sax • Production Coordinator: Jill Dell’Abate

HEY(M. Morrison, K. Lundin, C. Falk, JC Chasez) (ASCAP/STIM) Produced by Kristian Lundin and Carl Falk • Recorded and mixed by Kristian Lundin and Carl Falk at CMK Islands Studio, Los Angeles, CA • Carl Falk: Guitar, Ukelele • Keyboards and all other programming by Kristian Lundin and Carl Falk

SOMEWHERE OVER THE RAINBOW - Matthew Morrison and Gwyneth Paltrow(H. Arlen, E.Y. Harburg) (ASCAP) Produced by Rob Mathes • Engineered by Ed Cherney • Additional engineering by Steve Genewick and Jamie Siegel • Editing by Lars Fox • Recorded at Capitol Recording Studios, Hollywood, CA • Gwyneth Paltrow’s vocals recorded at The Record Plant, Los Angeles, CA • Additional recording at The Village Recorder, Los Angeles, CA • Overdubs recorded by Jamie Siegel at JRock Studios, NYC • Mixed by Ed Cherney at StudioEd at The Village, W. Los Angeles, CA • Music preparation: Mike and Lori Casteel • Strings arranged and conducted by Rob Mathes • String recorded at Abbey Road Studios, London, UK by Jonathan Allen • Assisted by Lewis Jones • Strings contracted by Isobel Griffiths • Concertmaster: Thomas Bowes • Matthew Morrison: Ukelele • Curt Bisquera: Drums and Percussion • Tim Pierce: Electric and Acoustic Guitars • Jon Evans: Electric Bass • Jamie Siegel: Programming • Joe Bonadio: Percussion • David Mansfield: Mandolin • Rob Mathes: Piano, Keyboards, Acoustic Guitars • Production coordinator: Jill Dell’Abate

DON’T STOP DANCING (M. Squire, L. Robbins, JC Chasez) (ASCAP) Produced by Matt Squire • Engineered by Matt Squire • Additional Production and Engineering by Travis Huff • Recorded at EMI Publishing Studio, Westlake Audio and SOMD Studios, Los Angeles, CA • Mixed by Jon Kaplan at The Lemonade Stand, NYC • Mix assistant and editing: Andy Marcinkowski • All instruments played by Matt Squire • Background Vocals: JC Chasez

IT DON’T MATTER TO THE SUN (G. Kennedy, T. Sims, W. Kirkpatrick) (ASCAP/BMI) Produced by Rob Mathes • Engineered by Claudius Mittendorfer • Additional Engineering by Jamie Siegel • Assistant Engineer: Ryan Kelly • Editing by Alex Venguer and Tim Mitchell • Recorded at MSR Studios, NY, NY • Additional vocal recording by Paul Smith at Capitol Recording Studios • Mixed by Jeff Juliano at Milestone, Harbeson, DE • Assistant mix engineer: Garrett Davis • Music preparation: Mike and Lori Casteel • Strings arranged and conducted by Rob Mathes • Strings recorded at Abbey Road Studios, London, UK by Jonathan Allen • Assisted by Lewis Jones • Strings contracted by Isobel Griffiths • Concertmaster: Thomas Bowes • Matthew Morrison: Ukelele • Zev Katz: Bass • Shawn Pelton: Drums • Billy Masters: Electric Guitar • Jamie Siegel: Programming • Rob Mathes: Piano, Keyboards, Acoustic Guitars • Jeff Kievit: Trumpet • David Mann: Alto Sax • Andy Snitzer: Tenor Sax • Roger Rosenberg: Baritone Sax • Production Coordinator: Jill Dell’Abate

MONA LISAS AND MAD HATTERS / ROCKET MAN - Matthew Morrison and Elton John(E. John, B. Taupin) (BMI) Produced by Rob Mathes • Engineered by Ed Cherney • Additional engineering by Steve Genewick and Jamie Siegel • Editing by Lars Fox • Recorded at Capitol Recording Studios, Hollywood, CA • Elton John’s vocals recorded at The Record Plant, Los Angeles, CA • Additional recording at The Village Recorder, Los Angeles, CA • Overdubs recorded by Jamie Siegel at JRock Studios, NYC • Mixed by Jon Kaplan at The Lemonade Stand, NYC • Mix assistant and editing: Andy Marcinkowski • Music preparation: Mike and Lori Casteel • Strings arranged and conducted by Rob Mathes • String recorded at Abbey Road Studios, London, UK by Jonathan Allen • Assisted by Lewis Jones • Strings contracted by Isobel Griffiths • Concertmaster: Thomas Bowes • Matthew Morrison: Ukelele • Curt Bisquera: Drums and Percussion • Tim Pierce: Electric and Acoustic Guitars • Jon Evans: Electric Bass • Jamie Siegel: Programming • Rob Mathes: Piano, Keyboards, Acoustic Guitars • Production coordinator: Jill Dell’Abate • Elton John appears courtesy of Mercury Records Limited

IT’S OVER (M. Morrison, M. Shaiman) (ASCAP) Produced and Arranged by Marc Shaiman • Recorded and Mixed by Frank Wolf at Conway Studios, Los Angeles, CA • 2nd Engineer: Seth Waldmann • Music Contractor: Peter Rotter • Music Preparation: JoAnn Kane Music Services • Violins: Ralph Morrison and Julie Gigante • Viola: Pamela Goldsmith • Cello: Anthony Cooke • Bass: Mike Valerio • Guitar: Dean Parks • Piano: Randy Kerber • Harp: Gayle Levant

A&R: Evan Lipschutz • A&R Administration: Tara Bryan • Marketing: David Grant • Mastered by Dave McNair at Sterling Sound, NYC Management: Eric Podwall for Podwall Entertainment • Art Direction and Design: JP Robinson and Patrick Hegarty • Photography: Pamela Littky

Photography pages 8 and 9: Brian Bowen Smith • Art and Photography Coordination: Kristen Yiengst • Package Production: Doug Joswick Legal Counsel: Donald S. Passman for Gang, Tyre, Ramer & Brown, Inc. • Business Affairs: Michael Seltzer, Antoinette Trotman, Ian Allen, Vol S. Davis III

THANK YOUFirst I’d like to thank my parents for giving me the freedom to spread my wings as an artist. Your support and encouragement made me the man I am today. Thank you to

my best friends, Michael, Katy, Ed, Rick, and Brian - through life’s ups and downs you endlessly inspire me. Eric Podwall, this record literally wouldn’t have happened without you. Thank you for your tireless work and friendship. Rob Mathes - You Killed It...enough

said! Elton and Sting, thank you for the great honor of working with you and allowing me to not only sing your songs but sing them with you. A dream come true. Gwyneth,

thank you for doing a duet on a song that means so much to me. Thanks to David Massey and everyone at Mercury/Universal for giving me the tools and trusting me to

make this record my way. Thank you to all the writers and producers that I worked with. Your time, talent and creativity made this an incredible experience. Lastly, thank you to all the teachers in my life who have inspired me, and to all teachers who dedicate their

lives to inspiring kids.

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