This album is dedicated to thethunderous king, the muse,the mad scientist...the beacon.Wherever our paths may lead us,this is, and always will be, ours...

It takes a village to keep this little train put puttingalong. I have been the recipient of an inordinate amountof kindness - from friends and strangers alike... I am sograteful to have had the opportunity to make this recordexactly as it needed to be made, and with such unfailingsupport. Darren, thank you for your guidance, for fightingthe good fight and constantly saving the day - winning orlosing, you're always on my side. Your heart is golden.Thank you to all the musicians who brought these songsto life so beautifully and with such grace. I am humbledby you all. Special thanks to Chris Steffen and EldoradoStudio for creating such a focused and magical environ-ment for us. Serban Ghenea, you are bad to the bone andhelped the music take flight. My hat’s off to you. To myparents, the best ever of all time. You keep this waywardship afloat. Thank you Adrienne Butcher, for all yourhard work, spirit and dedication. Thanks to the folks atMacklam/Feldman. Virgin Records, Capitol Records andEMI - Kemplernicus the Wise, Rob Stevenson - people areexciting! Zach Hochkeppel, and Nicole Frantz (the ever -patient one). Brett Kilroe - yay you! Thank you Greg/Wendyat Warner Chappell Pub and Keith/Julie at William MorrisEndeavor. Thank you, the incomparable Kenneth Meiselasat Grubman Indursky & Shire, you are a rock star in yourown right. James Lugo, you saved my voice again, thankyou so. Cass Bird, Heidi Bivens and all the lovely peoplethat helped with the photographs. Thank you to mywonderful, patient, kind friends, you rescue me moreoften than you know. Most importantly, thank youBertie, simply the best little creature in the whole wideworld. My heart is bursting with love.

All songs produced by Lukas Burton for FastCrowd EntertainmentMixed by Serban Ghenea at MixStar Studios, Virginia Beach, VAEngineer for mix: John Hanes / Assisted by Tim Roberts / Except“Swan Song” - Mixed by Lukas Burton at The Georgian House,Los Angeles, CA and “The World Without” Mixed by ChrisFuhrman for BigMouth Music at The Red Room, Los Angeles, CAMastered by Ted Jensen at Sterling Sound Studios, New York, NYA&R: Rob Stevenson

Tracks 1 & 5 recorded by Lukas Burton and Chris Steffen at TheShack, Echo Park, CA and Eldorado Studios, Burbank, CA.Tracks 4 & 9 recorded by Lukas Burton and Chris Steffen atEldorado Studios, Burbank, CA and The Georgian House, LosAngeles, CA. Tracks 2, 3, 6, 7, 10 & 11 recorded by Chris Steffenat Eldorado Studios, Burbank, CA. Track 8 recorded by ChrisSteffen and Chad Carlisle at Eldorado Studios, Burbank, CA andGlenwood Studios, Burbank, CA

Tracks 1, 3, 6, 7, 9, 11 Written by A. Sudol, Published by AmpstarMusic (ASCAP) // Track 2 Written by A. Sudol and J. Siebenberg,Published by Ampstar Music (ASCAP), Jesse Siebenberg/SevenMountains Music (ASCAP) administered worldwide by PEN MusicGroup, Inc. // Tracks 4, 5, 8, 10 Written by A. Sudol and L. Burton,Published by Ampstar Music (ASCAP), Wowch Music (BMI)

Alison Sudol: Vocals (all tracks), Piano (6, 7, 9, 11), Additional Piano (8),Keys (4) David Levita: Guitars (1, 2, 4, 5, 7, 8), Additional Guitars(3, 6, 11), Bass (1, 3-5, 7, 8, 10) Stephen LeBlanc: Piano (1, 5, 8),Keys (3, 5, 6, 8, 9, 11), Additional Keys (10), Hammond B3 (11)Jesse Siebenberg: Drums (2, 5, 6, 9, 10), Bass (2), Piano (2),Keys (2), Lap Steel (6), Hammond B3 (9) Lukas Burton: Clappin’& Whistlin’ (1), Keys (4), Additional Keys (3, 6), Additional Synths(5), Bass (6), String Arrangement (1) Joel Shearer: Guitars (3, 9, 10),Bass (9) Victor Indrizzo: Drums (3, 4, 7, 8) James Paxson, Jr.:Drums & Percussion (1) Daphne Chen: Violin (1), StringArrangement (1) Richard Dodd: Cello (1) Sarah Wass: Flute (9)Danny T. Levin: Horns (11)

Photography: Cass Bird / Design: Runner Collective

Management: Watchdog Mgt, A division of Macklam Feldman Mgt

www.afinefrenzy.com www.myspace.com/afinefrenzy

Produced by Lukas Burton for FastCrowd Entertainment

www.afinefrenzy.com www.myspace.com/afinefrenzy

01 What I Wouldn’t Do (2:57)

02 New Heights (4:12)

03 Electric Twist (4:31)

04 Blow Away (4:09)

05 Happier (3:30)

06 Swan Song (3:43)

07 Elements (3:24)

08 The World Without (4:15)

09 Bird of the Summer (3:18)

10 Stood Up (4:47)

11 The Beacon (3:22)

© 2009 Virgin Records.