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1.TRAIN

2.CITIZEN/SOLDIER

3.IT’S NOTMY TIME

4.LET ME

BE MYSELF

5.PAGES

6.IT’S THE ONLY

ONE YOU’VE GOT

7.GIVE IT TO ME

8.THESE DAYS

9.YOUR ARMS

FEEL LIKE HOME

10.RUNAWAY

11.WHEN IT’S OVER

12.SHE DON’T WANT THE

WORLD

3DoorsDown.com • universalrepublic.com

Train Put me on a train mama | ’Cause things just ain’t the same no more | Put me on a train mama | I’m leavin’ today | I don’t want to watchthe world spinnin’ | I want to be spinning with it | Put me on a train mama | I’m leavin’ today | ’Cause I’ve got the feeling that’s for sure | And toknow that I can get it makes me want it more | Mama I just want you to know that I’m gonna be fine | Lord I know it’s a chance that I take | But I knowyou’ll forgive the mistakes that I make | There’s a life out there and it’s gonna be mine | Put me on a train mama | ’Cause I can’t take this pain no more| Put me on a train mama | I’m leavin’ today | There’s a world that’s out there waitin’ | And I know that it’s a chance I’m takin’ | Put me on a train mama| I’m leaving today | ’Cause I’ve got the feeling that’s for sure | And to know that I can get it makes me want it more | Mama I just want you to knowthat I’m gonna be fine | Lord I know it’s a chance that I take | But I know you’ll forgive the mistakes that I make | There’s a life out there and it’s gonnabe mine | God knows how long I’ll be gone | But maybe one day this train will bring me home

Citizen/soldier Beyond the boundaries of your city’s lights | Stand the heroes waiting for your cries | So many times you didnot bring this on yourself | When that moment finally comes, I’ll be there to help | On that day when you need your brothers | and sisters to care| I’ll be right here | Citizen soldiers | Holding the light | For the ones that we guide from the dark of despair | Standing on guard for the onesthat we shelter | We’ll always be ready | Because we will always be there | For when there are people crying in the streets | For when they’restarving for a meal to eat | For when they simply need a place to make their beds | Right here underneath my wing you can rest your head |On that day when you need your brothers and sisters to care | Citizen soldiers | Holding the light | For the ones that we guide from thedark of despair | Standing on guard for the ones that we shelter | We’ll always be ready | Because we will always be there | Hope and praythat you never need me | But rest assured I will not let you down | I walk beside you | But you may not see me | The strongest among youmay not wear a crown | On that day when you need your brothers and sisters to care | I’ll be right here | On that day when you don’t havethe strength | For the burden you bear | I’ll be right here | Citizen soldiers | Holding the light | For the ones that we guide from the darkof despair | Standing on guard for the ones that we shelter | We’ll always be ready | Because we will always be there

It’s not my time Looking back at the beginning of this | And how life was | Just you and me and love and all of our friends| Living life like and ocean | But now the currents only pulling me down | It’s getting harder to breathe | It won’t be too long and I’ll be goingunder | Can you save me from this | ’Cause it’s not my time | I’m not goin’ | There’s a fear in me | It’s not showin’ | This could be the endof me | And everything I know | But I won’t go | I look ahead to all the plans that we’ve made | And the dreams that we had | I’m in a worldthat tries to take them away | Oh, but I’m taking them back | ’Cause all this time | I’ve just been too blind to understand | What should matterto me | My friend this life we live is not what we have | It’s what we believe | And it’s not my time | I’m not goin’ | There’s a fear in me |It’s not showin’ | This could be the end of me and everything I know | But it’s not my time | I’m not goin’ | There’s a will in me and now Iknow that | This could be the end of me | And everything I know | But I won’t go | There might be more than you believe | There might bemore than you can see | But it’s not my time | I’m not goin’ | There’s a fear in me | It’s not showin’ | This could be the end of me and everythingI know | But it’s not my time | I’m not goin’ | There’s a will in me and now it’s gonna show | This could be the end of me | And everything Iknow | There might be more than you believe | There might be more than you can see | But I won’t go | No I won’t go down

Let me be myself I guess I just got lost | Being someone else | I tried to kill the pain | But nothing ever helped | I leftmyself behind | Somewhere along the way | Hoping to come back around | To find myself someday | But lately I’m so tired of waiting for you | Tosay that it’s OK | Tell me please would you one time | Just let me be myself | So I can shine with my own light | Let me be myself | I’ll never findmy heart | Behind someone else | I’ll never see the light of day | Living in this hell | It’s time to make my way | Into the world I knew | And thentake back | All of these times | That I gave in to you | Lately I’m so tired of waiting for you | To say that it’s OK | Tell me please would you onetime | Let me be myself | So I can shine with my own light | Let me be myself | For a while if you don’t mind | Let me be myself | So I can shinewith my own light | Let me be myself | That’s all I’ve ever wanted from this world | Is to let me be me

Pages What happens to a man when | He spills his heart on a page | And he watches words flow away | Then his feelings lay on a page alone |There, waiting for someone who cares to read them | To open their eyes to see them | To see if they can make his thoughts their own | To find out thatmaybe life’s not perfect | But maybe it’s not worth what he gives away | You can see that | This broken soul is bleeding | So you conceed your feelings| Inside yourself and and wander though my heart | Letting you see through me | Now only consumes me | Forget your pain and watch me fall apart |What happens to his soul when | It’s trapped inside his emotions | And all of these words he’s spoken | They bind him to the life he’s left behind | Andevery new step he takes | He knows that he might not make it | To all of these dreams that he has yet to find | Maybe life’s not perfect | Butmaybe it’s not worth what he gives away | You can see that | This broken soul is bleeding | So you conceed your feelings | Inside your self andwander through my heart | Letting you see through me | Now only consumes me | Forget your pain and watch me fall apart | As I fall apart

It’s the only one you’ve got How do you know where you’re goin’ | When you don’t know where you’ve been| You hide the shame that you’re not showin’ | And you won’t let anyone in | A crowded street can be a quiet place | When you’re walking alone |Now you think that you’re the only one | Who doesn’t have try | Then you won’t have to fail | If you’re afraid to fly | Then I guess you neverwill | You hide behind your walls of maybe nevers | Forgetting that there’s something more | Than just knowing better | Your mistakes do notdefine you now | They tell you who you’re not | You’ve got to live this life you’re given | Like it’s the only one you’ve got | Memories have leftyou broken | And the scars have never healed | The emptiness in you is growing | With so little left to feel | You’re scared to look back on thedays before | And too tired to move on | Now you think that that you’re the only one | Who doesn’t have to try | Then you won’t have to fail | If yourafraid to fly | Then I guess you never will | You hide behind your walls of maybe nevers | Forgetting that there’ s something more | Than justknowing better | Your mistakes do not define you now | They tell you who you’re not | You’ve got to live this life you’re given | Like it’s the only oneyou’ve got | What would it take | To get you to say you to say that I’ll try | What would you say | If this was the last day of your life

Give it to me Well it feels like something got in the way | And maybe I had something to do with it | There’s not much that I can say |

But there sure is something I’ve got to prove to you | I told you that I tried | And you said that I lied | Like I had something to sell | Come on wait a minute

| You think I’ve been in this for a little while | Oh now come on baby please | I’ve been on my knees for a long time | So come on give it to me | Just give

to me | There’s always something I want to say | But the words won’t ever come out the way I want | Maybe I see another way | Or maybe I just see

something you don’t | These stories that you tell | Now I know them a little too well | And you think I’ll take what I won’t | Come on wait a minute | You

think I’ve been in this for a liitle while | Oh now come on baby please | I’ve been on my knees for a long time | Come on give to me | One more wrong

don’t make a right | I don’t wanna fight no more | I tired of sayin’ please | This is all I need so give me just a little bit | A little bit more

These days I think I was better off before this all began | So clearly I can see lately | That you don’t know who I am | Everybody

tried to tell me something | That I never could believe | Staring back it seems so much different | Than it did in front of me | But I know

there’s no good | In lookin’ back on yesterday | And wondering what could have happened then | You think you can give me what I want | You

say | I think I’m better off alone | These days | Why should I put my trust in something | That I never could believe | So one day you can

find something better | Just to pack your things and leave | Loneliness is a friend for the moment | But she won’t walk out on me | And I

know there’s no good in looking back on yesterday | And wondering what could have happened then | You think you can give me what I

want | You say | I think I’m better off alone | These days | I’m tired and I’m sick of waiting | Maybe I’ll die alone | But I can’t take another damn

day | Of waiting here for you to come home to me | Baby, baby please tell me why | You think you can give me what I want | You say | I

think I’m better off alone | These days

Your arms feel like home I think I’ve walked too close to love | And now I’m falling in | But there’s so many

things | This weary soul can’t take | Maybe you just caught me by surprise | The first time that I looked into your eyes | There’s a life inside of me that

I can feel again | It’s the only thing that takes me where I’ve never been | And I don’t care if I lost everything that I have known | ’Cause it don’t

matter where I lay my head tonight | Your arms feel like home | This life ain’t the fairy tale | We both thought it would be | But I can see your

smiling face | As it’s staring back at me | I know we both see these changes now | And I know we both understand somehow | There’s a life inside

of me that I can feel again | It’s the only thing that takes me | Where I’ve never been | And I don’t care if I lost everything | That I have known |

It don’t matter where I lay my head tonight | Your arms feel like home | Hold on | You’re home to me

Runaway Did you ever think about running away | ’Cause I was thinkin’ ’bout leavin’ today | We’ll follow forever where our hearts want

to go | Maybe we’ll end up somewhere | That nobody know our names | Then things might change for the good | I want to be somewhere

so far away | To lay under the night | At the end of another good day | I can’t tell you how long we’ll be gone | But as long as we’re together | Then

forever is never too long | Did you ever think about not comin’ back | Hoppin’ on a train and we’ll burn up the tracks | We’ll jump off somewhere | That

we don’t know how to say | Maybe hitch a ride from someone | Who can tell us the way | To where these things might change for the good | I

want to be so far away | To lay under the night at the end of another good day | I can’t tell you how long we’ll be gone | But as long as we’re

together | Then forever is never too long | Not with you right here by me | Maybe we’ll just see | Where this road will lead for us

When it’s over You must be happy with yourself | To think you’re so much better than me | Why do you love to see me fail

so much | ’Cause on that day you crawl back on your knees | Tell me who will save you | When there’s no one else around | And you can’t

turn to me | Tell me where will you be | When it’s over | And all this pride you hold inside is gone | Where will you hide | When it’s over |

And everything you know is said and done | When it’s over | Where will you run | Do your memories haunt your dreams | Or do they simply

seem to have a mind of their own | Tell me what the emptiness brings | When everything you know is everything but gone | Tell me who

will save you | When there’s no one else around | And you can’t turn to me | Tell me where will you be | When it’s over | And all this pride

you hold inside is gone | Tell me where will you hide | When it’s over | And everything you know is said and done | When it’s over | Where

will you run | When you can’t hold your world together now | And everyone sees who you really are | When your castle crumbles at your

feet | Don’t you run to me | When it’s over | And all this pride you hold inside has died | Tell me where will you hide | When it’s over | And

everything you know is said and done | When it’s over | Where will you run

She don’t want the world The open wound she hides | She just keeps it bundled up | And never lets it show | She

can’t take much more of this | But she can’t let it go | That’s OK she don’t want the world | All the things she says | While he’s just laying there | Without

someone to hear her cry | She slips off into a dream | About a place to hide | It’s OK she don’t want the world | This love she feels | And

everything she’s ever known | Or ever thought was real | Seems like it’s been thrown away | Now how’s she gonna live | It’s OK she don’t want

the world | Those words he never spoke | Haunt her like the memories | Of all the times before | She tried to show him love | While he would only

ask for more | It’s OK she don’t want the world | Softly in her sleep | Pictures of the life | She’d seen them all before | But somehow never

quite this clear | She just smiles | She don’t want the world | This love she feels | And everything she’s ever known | Or ever thought was

real | Seems like it’s been thrown away | How she gonna live | It’s OK she don’t want the world | A brand new morning shines | As she wakes up

alone again | This time to face the day | She swears this time to make it | As she simply walks away | And it’s OK she don’t want the world

All songs written by Arnold, Roberts, Harrell & Henderson. Escatawpa Songs/UMPG (BMI)

BRAD ARNOLD TODD HARRELL

CHRIS HENDERSON GREG UPCHURCH

MATT ROBERTS

3 Doors Down are...BRAD ARNOLD: I would like to thank God for his love and grace within my life. I would like to thank my motherand father along with all my brothers and sisters for every prayer you've ever said and for being the best family I could everhave. Jen, thank you for being my angel. Thank you to my band mates, my brothers. Phin, Gary, Conrad, thank you guys for mak-ing it happen. To all of our crew family; thank you guys for working so hard to keep this ball rollin’. Everyone at Universal, thanksfor all your hard work. To all of my friends in Escatawpa for always being my friends...Jud, you still ain't right! Tracy and BeccaLawrence, thanks for looking out for us. Mike Evans thank ya bro! To everyone who has believed in this band and stood besideus, thank you. And to all of our fans, the greatest in the world, thank you for all of your support, and thank you from thebottom of my heart for allowing us to live in a dream. I would also like to especially thank every man, woman and family of ourarmed forces. Thank you for your sacrifice so that we can be free. God Bless You.

MATT ROBERTS: Would like to thank God for giving me the strength and ability, my loving family, Rob Nashidaand everyone at Ibanez guitars. Jeff Genzler and everyone at Genz Benz, Ken Fermaglich and everyone at The Agency Group,Johnny K., Kirk Kelsey, Gary Pettus, Jeff Chase, my manager Phin Daly, Monte Lipman, Avery Lipman, Tom Mackay, MelLewinter, Doug Morris and everyone at Universal/Republic.

TODD HARRELL: Would like to thank the boys in the band, Brad, Matt, Chris and Greg, my beautiful daughter Jett,my Mom and Dad. Jon Nicholson, Johnny K, Kirk Kelsey, Phin and Gary, Judah, Jeff Chase and the rest of the crew. And mostof all our fans. Thank you.

CHRIS HENDERSON: Would like to thank Brad Arnold, Todd Harrell, Greg Upchurch, Matt Roberts, Phin Daly, GaryPettus and Kirk Kelsey. We have accomplished some amazing things and have been through it all together, and I Truly love youguys! Paul Reed Smith, Winn Krozack, Grover Duvall and everyone at PRS Guitars for believing in 3 Doors Down as well as myselfand for making and letting me play the greatest guitars in the world! Chris would also like to thank Hughes and Kettner, DaveMills at Mills Acoustics for never compromising quality or integrity and for making the greatest guitar cabinets ever invented!Steve Carr at Carr Amplification. Bob Borbonus at Taylor Guitars, thank you. I would like to send out a special thank you to JasonCook, Jeff Chase and Zack Meyers for keeping me in tune and for being my friends. I would like to thank my wife, Tonya, and mygirls Konnor and Perryn for letting me live my dream! And I’d like to thank Corey and Channing. I would like to thank Bobby Cappsfrom 38 Special for being there for me throughout this process and for all the advice and friendship, it really means a lot to meBobby, and I thank you from the bottom of my heart. Billy Joe and Lynn Henry at Billy Joe’s Tattoos in Nashville. Jeff Williamsat Hip Studios in Hendersonville, for giving me a place to practice and hang out. I would like to thank Mark Tremonti and Bill Peckfor the jam sessions. Last, but not least, I’d like to thank all the 3 Doors Down fans! You have made all of my, and myfamilies, dreams come true, ten fold! And I will always love you!!!!!!!!!!

GREG UPCHURCH: Would like to thank Noelle and Jackson, Mom and Dad, Henry Lasiter, Jody Upchurch, Keith, Buddy,Leanne, Joe, Malinda, Fletch, Shawn and Michelle, Hammer, Brian, Toohey, Paul Phillips, Snort, Mark Smith, Doc Bradley andfamily, Gail, Andrew and Adriane, Ken and Char, Hugh Pollard, Teresina, Rudy, Jeremiah, Gary Krieger, Kathy and Hap, Hugh andLisa, Kelly Fisher, Gary P., Phin, our awesome crew, Rick Roach, Brookins, Leslie Voyles, Bob Stoops, Bobby Capps, The GlennFamily, Johnny K., Kat Murphy, Doug Sonders, Danny and Rick, John and Janet McCann, Crisper, Alain and Natasha, ChrisCornell, Puddle of Mudd, Heart, and, of course, my band. Brad, Chris, Matt and Todd.

Management: Phin Daly for Marathon Music Mgmt. | Tour Manager: Gary Pettus for Long Road Touring | Booking: KenFermaglich & Geoff Meall for The Agency Group | Business: Aaron Van Duyne, Linda Kerr & Angus Vail for Whitehat Mgt. |Charity: Mark Smith, Crisper Stanford, Teresa Smith & Peggy O’Brien for The Better Life Foundation | Attorney: BillRandolph for Janvey Gordon | Staff Photographer: Doug Sonders for DSp | Press: WebsterPR | Internet: Daren Searcy & MarkWeiss for Artist Arena | On-Line Mktg: Echo | Produced by: Johnny K. | Engineered by: Johnny K. & Kirk Kelsey | Mixed by:Andy Wallace | Mix Assistant: John O’Mahoney | Mastering: George Marino for Sterling Sound | Digital Editing & AdditionalProduction: Kirk Kelsey Recorded at: Squire Hill Road in Orlando, FL | Mixed at: East Iris Recording Studio in Nashville, TN |Second Engineers: Heather Sturm & Mike Paragone Strings Composed by: Johnny K. | Strings Arranged by: Kris Wilkinson |Performed by: David Davidson, David Angell, John Catchings & Kris Wilkinson Strings Recorded at: Sound Kitchen | A&R: TomMackay | Assistant Engineer: Steve Beers | Cover Photo: Doug Sonders | Additional Photographs: Chapman Baehler | CreativeDirector: Sandy Brummels | Art Direction & Design: Christopher Kornmann for spit and image, NYC

3 Doors Down would like to thank: Sara Evans and Jon Nicholson, Big Kenny, JamesOtto, Damien Horn, Randy Houser, Cory Gierman, Deanna Kay and Paddy McGrew. Kenny Chesney, Shannon Lawson,Widespread Panic, Chris Cornell, Rascal Flatts, Jason Aldean, Three Days Grace, Breaking Benjamin, Seether, A-Rod, BradPaisley, Hank Williams Jr., Tommy Shaw and Jack Blades (Shaw Blades), Hanson and Charlie Daniels, Johnny Damon, Dale Jr.,The Kenny Stabler XOXO Foundation, Kelley E. Elledge, Michael Waltrip, Reed Sorenson, Jack Sprague, Regan Smith, KraigKinser, Josh Wise, Rick Crawford, David Starr, Dennis Setzer and Kevin Harvick, The Buffalo Bills, NY Jets, Tampa BayBuccaneers, Carolina Panthers & Hurricanes, New Orleans Saints and the Miami Dolphins, the Hard Rock Biloxi Rock Spa,diZerega Designs, Paull&Paull Jewelers and Ruth’s Chris Steakhouse, for their help with TBLF ’07.

Antoine Fuqua, Kat, Julien, Dave Marinaccio, Jessica Boyle, Col. Michael Jones and the Army National Guard for all their hardwork on Citizen/Soldier.

Friends & Family: Brad Hardin and Jamie Prince, Kenny Vest, Doug Sonders, Johnny K, Roger and BridgetBourgets, Craig and Becky Frost, Holly Holland, Dale Jr., Crisper Stanford, Lynyrd Skynyrd, Maureen Crowe, Ted Green andBrenner Van Meter at Modern Mgmt., all of our friends in The Muzik Mafia. Kevin Wilson and everyone at ESPN, Bobby Daly,Damien Stalter and Jason Daly. D. Scott Miller, Russell Doussan, John Ruffino, Gary Weinberger, Rick Franks, Bob Roux, KennyDichter and Stephen Nitkin from Marquis Jet. Julie Fermaglich and the boys, David Galea, and Jacquelin Giffune, Geoff Mealland Clare Utting from The Agency Group. We would also like to thank Briana Worley and everyone at Posh in Nashville, andCody Kevan and the gang at Buckle in Cool Springs, for their support.

Doug Morris, Mel Lewinter, Monte Lipman, Avery Lipman, Tom Mackay, Kim Garner, Michael Reinert, Pat Monaco and WayneChernin, Joel Klaiman, David Nathan, Imran Majid, Serena Gallagher, Sandra Brummels, and Beth Bogdan...and, of course, theone and only, Mr. Dave Downey. We also wish to thank Brett Alperowitz, Cameo Carlson, Lisa Linder, Sam Frank, Wendy Quock,Kirk Harding, Lori Lambert, Frank Arigo, Jerry Juste, Dennis Blair, Heather Kitson, Mike Nazzaro, Jonathan Jacobs, LeahStreetman, Toby Russell, Ray Vaughn, Howie Pivar, Kathy Marchetti, Tim Wallen and EVERYONE AT UNIVERSAL/REPUBLIC.

David Renzer, Tom Sturges, Anthony Saragueta, Gary Miller, Brian “2-4-2” Lambert and Robert Allen. Pat Higdon and KentEarls and all of our new friends in Nashville. EVERYONE AT UMPG. Thank you.

Del Bryant, and Samantha Cox and everyone at BMI Publishing.

THE DREAM TEAM: Conrad Coriz, Mark Thompson, Tom Willhelm, Kirk Kelsey, Daniela Vasquez, Matt Mills,Judah Siegel, Jeff Chase, Jason Cook, Tim Sharkey and Herman Nadrowski.

We would also like to thank...Rob Nishida at Ibanez/Hosino USA, Jeff Genzler at Genz Benz, James Pennebaker at FenderGuitars, Paul Reed Smith at PRS Guitars. As well as KORG USA, Hughes and Kettner, DW Drums, Zildjian, D’ Addario. Dunlop,Ampeg, and all of our friends at Monster.

Gary would also like to thank, Peggy O’Brien for being a supportive, loving and understanding wife. We’d like to thank Peggyfor maintaining the Fan Club and for her work as the newly appointed curator for TBLF.

All the folks that help out with the tours, the making of this record, and the donations of time and equipment to TBLFevery year! They deserve a HUGE Thank You.

Robert McKinley & Robert Ausmus and the staff at LD Systems, Bret Siegel and Apple Computers, Larry Thomas at Christi Lites,Julie Cherrington at Westgate Travel, Joe & Zann at Rock-It Cargo and Mark and Teresa Smith for their endless work with TheBetter Life Foundation.

All of our friends at Radio!!!!

And of course, All Our Fans!!!!!

In loving memory of...Mike Lutz & Rose McGathy & Eloise Bryan