Interscope records, 2220 colorado ave., santa MonIca, ca 90404 Manufactured and dIstrIbuted In the unIted states by unIversal MusIc dIstrIbutIon. PC 2012 19 recordIngs, Inc. all rIghts reserved. prInted In the u.s.a. fbI antI-pIracy WarnIng: unauthorIzed duplIcatIon Is a vIolatIon of applIcable laWs.

MAN ON THE MOON

HOME

GONE, GONE, GONE

HOLD ON

TELL ME A STORY

GET UP GET DOWN

01

02

03

04

05

06

WHERE WE CAME FROM

DRIVE ME

WANTED IS LOVE

CAN’T GO WRONG

A FOOL’S DANCE

SO EASY

07

08

09

10

11

12

HAZEL

WICKED GAME

HOME (LIVE)

TAKE ME AWAY

THRILLER

13

14

15

16

17

MAN ON THE MOON

HOME

GONE, GONE, GONE

HOLD ON

TELL ME A STORY

01

02

03

04

05

GET UP GET DOWN

WHERE WE CAME FROM

DRIVE ME

WANTED IS LOVE

CAN’T GO WRONG

06

07

08

09

10

A FOOL’S DANCE

SO EASY

HAZEL

WICKED GAME

HOME (LIVE)

11

12

13

14

15

MAN ON THE MOON

HOME

GONE, GONE, GONE

HOLD ON

01

02

03

04

TELL ME A STORY

GET UP GET DOWN

WHERE WE CAME FROM

DRIVE ME

05

06

07

08

WANTED IS LOVE

CAN’T GO WRONG

A FOOL’S DANCE

SO EASY

09

10

11

12

Man On The MoonWritten by phillip phillips / published by philphil Music (bMI) and 19 publishing, Inc., administered by songs of universal, Inc. (bMI)

I watched the world from the side of the moon | looking at the stars, looking back to you | Just to see if you were still alive | looking at the sun with the fire in your eyes | It’s hard to know where I stand | even the man on the moon couldn’t tell me where to land | but I wanted to fly in this sea with no gravity to pull me down | hold on it won’t take long | you can find yourself if you decide to finally start | but don’t look to me when you fall | because the steps get bigger so go ahead and walk them off | you know how I feel | so don’t let your life start to slowly waste away | so tell me this one thing, listen to me close | you steal from me but you call it your own | you liar. you thief. go make your stand on your own two feet | so woah now, woah now | listen to what your friends say | go now, go now | go and do it that way | I’m the one you want to believe but in your heart you can’t see | hold on it won’t take long | you can find yourself if you decide to finally start | but don’t look to me when you fall | because the steps get bigger so go ahead and walk them off

HomeWritten by drew pearson and greg holden / published by downtown Music, publishing o/b/o cyp two publishing & drewyeah Music (bMI), razor & tie o/b/o falling art Music (ascap)

hold on, to me as we go | as we roll down this unfamiliar road | and although this wave is stringing us along | Just know you’re not alone | cause I’m going to make this place your home | settle down, it’ll all be clear | don’t pay no mind to the demons | they fill you with fear | the trouble it might drag you down | If you get lost, you can always be found | Just know you’re not alone | cause I’m going to make this place your home | settle down, it’ll all be clear | don’t pay no mind to the demons | they fill you with fear | the trouble it might drag you down | If you get lost, you can always be found | Just know you’re not alone | cause I’m going to make this place your home | settle down, it’ll all be clear | don’t pay no mind to the demons | they fill you with fear | the trouble it might drag you down | If you get lost you can always be found | Just know you’re not alone | cause I’m gonna make this place your home

Gone, Gone, GoneWritten by derek fuhrmann, todd clark, gregg Wattenberg / published by egg songs publishing obo ae fuhrmann publishing (ascap), egg songs publishing (socan), eMI april obo g-Watt Music (ascap)

When life leaves you high and dry I’ll be at your door tonight | If you need help, if you need help | I’ll shut down the city lights I’ll lie cheat I’ll beg and bribe | to make you well, to make you well | When enemies are at your door I’ll carry you away from war | if you need help, if you need help | you’re hope dangling by a string I’ll share in your suffering | to make you well, to make you well | give me reasons to believe | that you would do the same for me | and I will do it | (for you for you) | baby I’m not movin’ on | I’ll love you long after you’re gone | (for you for you) | you will never sleep alone | I’ll love you long after you go | ooh long after you’re gone gone gone | When you fall like a statue I’m gonna be there to catch you | put on your feet, you on your feet | and if your well is empty not a thing will prevent me | tell me what you need, what do you need | I surrender honestly | you’ve always done the same for me | so I will do it | (for you for you) | baby I’m not movin’ on | I’ll love you long after you’re gone | (for you for you) | you will never sleep alone | I’ll love you long after you go | ooh long after you’re gone gone gone | you’re my backbone | you’re my cornerstone | you’re my crutch when my legs stop movin’ | you’re my head start | you’re my rugged heart | you’re the pulse that I’ve always needed | like a drum baby don’t stop beatin’ | like a drum baby don’t stop beatin’ | like a drum baby don’t stop beatin’ | like a drum my heart never stops beatin’

Hold OnWritten by phillip phillips / published by philphil Music (bMI) and 19 publishing, Inc., administered by songs of universal, Inc. (bMI)

I fall into a sacred rage to escape | the hells of the world made of puppets and fake | death won’t be to far now the seeds in my heart start to awake | so all I can do is be the man that the lord brought me to today | hold on to your life by love and | then you’ll find what’s in and out of line | they say you’ll find yourself one of these days | as if they know I’m lost and could never be saved | a gamble is what I’ll take | trading ashes for gold hoping life will give its sake | life is too short to stop and stare at the blank page that tells your way. | hold on to your life by love and | then you’ll find what’s in and out of line

Tell Me A StoryWritten by phillip phillips, david ryan harris / published by philphil Music (bMI) and 19 publishing, Inc., administered by songs of universal, Inc. (bMI), eMI blackwood Music Inc., obo itself and peace pourage Music (bMI)

tell you a story and it starts with time | Moves to how you live and learn how to die | another phase in this world that brings death to life | so don’t believe in everything you see | because what you want might not be what you need | hold your breath, jump with me and we’ll survive | so you are the sun that leads me to the light | hope is just a ray of what everyone should see | alone is the street where you found me | scared of what’s behind you | scared of what’s in front | live with what you have now and make the best of what’s to come | tell me a story long and true | We aren’t what we say | We are what we do | Just pieces of a puzzle to find where we stand | confused | so you are the moon that pulls me through the night | hope is just a ray of what everyone should see | alone is the street where you found me | scared of what’s behind you | scared of what’s in front | live with what you have now and make the best of what’s to come | so you are the sun that leads me | you are the moon that pulls me

Get Up Get DownWritten by phillip phillips, gregg Wattenberg, derek fuhrmann / published by philphil Music (bMI) and 19 publishing, Inc., administered by songs of universal, Inc. (bMI), eMI april obo g-Watt Music (ascap), egg songs publishing obo ae fuhrmann publishing (ascap)

get up get down | Move a little bit closer to the scene | find out what’s there | something new to conceive | get up get down | Move a little bit closer to me | find out what’s there what you can be | yesterday was our time to turn back again | Instead we went through the fire to get lost in sin | burn baby burn | let me cool you down again | turn baby turn | to see where it all begins | It’s alright, it’s out there | go and get lost girl | It’s alright I’m out there | let me take control | get up get down | Move a little bit closer to the scene | find out what’s there | something new to conceive | get up get down | Move a little bit closer to me | find out what’s there what you can be | Walk it off but keep it on | let it take control of | every cell inside your body, each and every bone | burn baby burn, lets cool it down again | turn baby turn, to see where it all begins | It’s alright, it’s out there | go and get lost girl | It’s alright I’m out there | let me take control

Where We Came FromWritten by phillip phillips, Jon green / published by philphil Music (bMI) and 19 publishing, Inc., administered by songs of universal, Inc. (bMI), dalmatian Music / universal Music publishing (uK) ltd.

I must have used up all my wishes yesterday | because the words we said in anger still echo in my brain | alone through this darkness in this cave | I want to hear you whisper | hang on every word you say | climb the mountain | swim for shore | bring it back to how it was before | take it out. blow it up | Ignite the memory in between us | through the storm and all the dust | taking out these walls with a cannonball | but don’t let it go. don’t give up the ghost | We’re all staring at the moon and the sun | Just trying to remember where we came from. | I connect the stars to build a map to you | In the empty space we’re dreaming but we still know the truth | climb the mountain | swim for shore | bring it back to how it was before | take it out. blow it up | Ignite the memory in between us | through the storm and all the dust | taking out these walls with a cannonball | but don’t let it go. don’t give up the ghost | We’re all staring at the moon and the sun | Just trying to remember where we came from

Drive MeWritten by phillip phillips, ben neil / published by philphil Music (bMI) and 19 publishing, Inc., administered by songs of universal, Inc. (bMI), ben neil Music (bMI)

all I wonder, if my night is gonna change | lights moving, bodies grooving but can not feel a thing | I’ve got one step to the door then I hear | oooooo | like gravity pulling me in | I’m sinking in this space within | I can’t help but giving in to | this stranger with no name | dancing like a flame | like a moth I cannot be turned away | lead me | take me | far from here, sweetly | do what you do | do what you will | let me get down take a hold of the wheel | let me drive you crazy | do what you do | do what you will | let me get down | I’ll be all the drug you feel | I’ll let you drive me crazy | I love your moves | I like your style | With them hips you drive me wild | I’m the puppet to your strings | you keep on moving me | Into a world you keep on turning | turning for me now | everything we have is moving down down down | We just keep on grooving on down down down | lead me | take me | so far from here, sweetly | do what you do | do what you will | let me get down take a hold of the wheel | let me drive you crazy | do what you do | do what you will | let me get down | I’ll be all that you feel | I’ll let you drive me crazy

Wanted Is LoveWritten by phillip phillips / published by philphil Music (bMI) and 19 publishing, Inc., administered by songs of universal, Inc. (bMI)

lonely in a room, no sound to fill your soul | hopes and dreams are held so close you can’t let go | but you can only see when I look into your eyes | you pulled me in too deep | take me in, take me out | till I’m nothing more than words spoken from your sweet sweet mouth | dance around like no one can see | Move your body with the rhythm, move your body next to me | Wanted is love | not going insane | you know you’ve got to hold onto what you love before it’s gone away | one step to you and I’m sinking in your lies | only to see the truth hidden behind your evil eyes | no light could lead me to the way of you | Is it me or am I alone? It’s all such mystery | Wanted is love | not going insane | you know you’ve got to hold onto what you love before it’s gone away | Wanted is love | not going insane | you know you’ve got to seek everything you love before it’s gone away | Wanted is love | not going insane | you know you’ve got to seek everything you lost before

Can’t Go WrongWritten by phillip phillips, greg holden, drew pearson / published by philphil Music (bMI) and 19 publishing, Inc., administered by songs of universal, Inc. (bMI), falling art Music (ascap) administered by razor & tie Music publishing, llc, drew yeah Music/songs of pulse recording (bMI)

I’ve seen the lights come from the flashes in the dark | I feel like a blind man trying to make a start | and I don’t know, no I don’t know where I’m gonna go | I’ve seen the sun come up a mile off the ground | flew back the other way and saw it go back down | I know the days change but always seem the same | I’ll take the best of what I can from my mistakes | and now I know, now I know | I can’t go wrong | as long as I remember where I’m from | hold my head up just to keep it clear | I want a chance just to face my fear, face my fear | never mind all the times that I just couldn’t wait | I can’t remember when it all began to change | Watching the grass grow and die | from summer to fall | It’s funny how a year passes by and you don’t notice at all | Well I know, I know | I can’t go wrong | as long as I remember where I’m from | hold my head up just to keep it clear | I want a chance just to face my fear, face my fear

A Fool’s DanceWritten by phillip phillips / published by philphil Music (bMI) and 19 publishing, Inc., administered by songs of universal, Inc. (bMI)

a raindrop hits the edge of the town as there comes more | from the porch to the ceiling, makes its way down to the floor | but I won’t worry you won’t see | I’m right by you and you by me | as we wake up the night as the thunder roars | the staircase could never teach me more | like life, I climb I fall just to step once more | you tricked me, fooled me. I was yours | only to act out a game that I did not know | Who am I, who are you. What are we anymore? | Just a darkness in my life or like a whole in the floor | Won’t you take it all away and I’ll take mine to the lord | the angels may fall but never close enough to let me soar | eagles are flying and crows are dying I guess I’ll jump quick | Just to see if I still have a chance to live | I played around and around I went but a circle grows old | I guess I’m just another square in this circled world that we call home. | Who am I, who are you. What are we anymore? | Just a darkness in my life or like a hole in the floor | Won’t you take it all away and I’ll take mine to the lord the angels may fall but never close enough to let me soar

So EasyWritten by stephen Wrabel, peter amato, pete salis / published by Wrabel Written, songs of pulse recording (bMI), slice of sicilian (bMI), perfect storm/sony atv, razor and tie Music publishing (bMI), Miss shaw songs (bMI) administered by razor & tie Music publishing, llc

like a fall leaf from a tall tree landing on the grass | like the white sand turns a clock hand in an hourglass | you’re the reason I believe in something I don’t know | you make it so, you make it so | you make it so easy | this letting go is so beautiful | cause you make it so easy to fall so hard | like the ocean pulls the tide in just to hold it close | like the rain pour in a rainstorm makes the flowers grow | you’re the reason I believe in something I don’t know | you make it so, you make it so | you make it so easy | this letting go is so beautiful | cause you make it so easy to fall so hard | Woah oh | I fall so hard | Woah oh | you make it so, you make it so | you make it so easy | you make it so, you make it so | you make it so easy | this letting go is so beautiful | cause you make it so easy | you make it so, you make it so | you make it so easy | to fall so hard | you make it so easy | you’re the reason I believe in something I don’t know

HazelWritten by phillip phillips / published by philphil Music (bMI) and 19 publishing, Inc., administered by songs of universal, Inc. (bMI)

you broke my heart and picked the pieces | threw them in the fire to burn | left me cold out in the rain | but now I’m moving on without you baby | Without you by my side | I’m finally feeling free | but I know that the sun will shine for me | even when skies are grey | and I feel like I’m missing something but the bridges build their own way | I know you’ve moved on without me girl | but I still think, how the time moves so fast | I still think of how the world it goes around and round and round | but it all stopped when you said not for now | but I know that the sun will shine for me | even when skies are grey | and I feel like I’m missing something but the bridges build their own way | like the ocean washes the sand to the shore | you’re like the sun that slips away | lips that taste of an angel | and eyes that bring me to my knees | and a smile that could set me free | follow me

Wicked GameWritten by chris Isaak / published by Warner chappell Music ltd.

all songs except “home” and “home (live)”:produced by gregg Wattenbergengineered by chris shawrecorded at rewind studios, nycMastered by ted Jensen at sterling sound, nyc

pro tools engineers: John alicastro, Ian driscoll, lenny skolnik, Michael lauri | productionteam: derek fuhrmann & todd clark | all drums/percussion: shawn pelton | drums on get up get down: gunnar olsen | bass: Jack daley | guitar: phillip phillips | guitar: ben neil | Keys/sound design: lenny skolnik, derek fuhrmann, todd clark | saxophone: fred Williams Jr. | string arrangements: dave eggar & chuck palmer | solo cello: dave eggar | violin: rachel golub, Katie Kresnek | horn arrangements, tenor and baritone saxophone: andy snitzer | Jim hynes: trumpet | tony Kadleck: trumpet | Michael davis: trombone | background vocals: derek fuhrmann, todd clark, dallin applebaum, carrie brown, Ian driscoll, lenny skolnik, Michael lauri | additional string engineering: chuck palmer, Jeremy sklarsky | additional strings recorded at threshold studios

tracks 3, 6 and 10 Mixed by Mark endert at Indian river studios, fl. Mix assistant:    doug Johnsontracks 1, 4, 5, 8, 11, 13 and 14 Mixed by Joe zook at 2012 studios, studio city, ca. Mix assistant:  ryan lipmantracks 7 and 9 Mixed by Mike shipley at the animal house, studio city, ca . pro tools editor: John silas cranfieldtrack 12 Mixed by Michael h. brauer at electric lady studios, nyc. Mix assistant and protools engineer: ryan gilligan

homeproduced and engineered by drew pearson. recorded at pulse recording. vocals recorded by Jose alcantar at nrg studios. Mixed by phil Kaffel at Interscope studios. assistant engineers: Kyle vandekerkhoff, Kevin feller, Marco ruiz. Mastered by patricia sullivan atbernie grundman Mastering

home (live)recorded and Mixed by brad gildermanMixed at little big room studios, burbank, caassistant: stephen sletten

photography: nick Walkerart direction & design: varnish studio Inc

a&r: Iain pirie and Myles lewis for 19 recordingsManagement: Jason Morey and brett radin for 19 entertainment

Marketing: ginger ramsey & fiona dearing for Interscope recordsbusiness affairs: susan hilderley for Interscope recordsa&r: larry Jackson for Interscope recordscreative: stephanie hsu for Interscope recordsproduction: les scurry for Interscope recordspublicity: christine Wolff for Interscope recordsproject coordinators: brianne Widaman & Masooma ali for Interscope records

Phillip thanksI would like to thank first, and foremost, hannah blackwell, for helping me make it through this past year with everything! I also want to thank my (mom) sheryl phillips, (dad) donnie phillips, lacey neil, and ladonna urick my sisters. We all grew up with music. special thanks to my brother in-laws ben neil, for inspiring me to play guitar and learn music and todd urick, for being so freaking cool.

a very special thanks to: brett radin, gregg Wattenberg, and american Idol.

thank you - Jason Morey, Iain pirie, Josh Klemme, Myles lewis, brett radin, leslie fradkin, beverly frank, tamaya petteway, Miles crakow, stephanie gerber, chris gannett, bethany bengtson, Josef valu, Michelle rosette, fuji butler-Jones, Marisa torbert, nancy yearing, lindsay edwards, zan Mostow and everyone at 19 entertainment and core Media group.

thank you - Jimmy Iovine, steve berman, brenda romano, gary Kelly, ginger ramsey, fiona dearing, larry Jackson, greg prink, chris lopes, dennis dennehy, christine Wolff, brooke Michael, Justin dreyfuss, chris Mortimer, Kathy angstadt, Michelle an, stephanie hsu, tony seyler, Kerry hickey, adrian amodeo, Jurgen grebner, rand hoffman, susan hilderley, Ike youssef, les scurry, erika spieldoch, James lemkin, brie Widaman, Masooma ali and everyone at Interscope records.

thank you – rit venerus and sarah dellimore at cal financial group

thank you – tim godwin at taylor guitars

I especially want to thank my friends and fans for always supporting me as well.

Thanks guys!

peace.

© 2012 19 Recordings, Inc. All rights reserved.