© 2009 Atlantic Recording Corporation for the United States and WEA International Inc. for the world outside of the United States. All Rights Reserved. Printed in U.S.A. 075678958045

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i settled downa twisted up frown disguised as a smilewell you would’ve never knowni had it all but not what i wanted‘cause hope for me was a place uncharted and overgrown

you’d make your way in i’d resist you just like this “YOU CAN’T TELL ME TO FEEL!”the truth never set me free so i did it myself

you can’t be too careful anymorewhen all that is waiting for you won’t come any closeryou’ve got to reach out a little more

open your eyes like i opened mineit’s only the real world: a life you will never knowshifting your weight to throw off the painwell you can ignore it but only for so long

you look like I did you resist you just like this“YOU CAN’T TELL ME TO HEAL!”and it hurts remembering how it felt to shut down

you can’t be too careful anymorewhen all that is waiting for you won’t come any closeryou’ve got to reach out a little more

the truth never set me free so i’ll do it myself

you can’t be too careful anymorewhen all that is waiting for you won’t come any closeryou’ve got to reach out a little more

1. Careful

Hayley would like to thank: “Therefore I am well content with weaknesses, with insults, with distresses, with persecutions, with difficulties for Christ’s sake; for when I am weak, then I am strong.” Corinthians 10:12. Thank you God for being everywhere and in everything. Mom and Dad for being there for me over the past 2 years when I had a lot of growing up to do. Granny and Grandat, Nana, Erica- younger sisters aren’t supposed to be cooler than their older sisters. McKayla- you can read now! You’re a princess! Chadball for being a superhero, making me laugh really hard and just for loving me. Hannah HXC- roomies 4 life! The residents and former residents of The Gingerbread House. Sarah O. Bekah RUSSOM!!! Embi and the Ferro family. Sakura Sushi. Jackie and Steve Mallonee and everyone else I love in Kentucky! Toby, Moon, and Maximum Morse. Steve Looker (you made it). MY friend Eric Scandaolous- emphasis on the word “my”. Nathan and Liz James. Mitts for catching me when I fainted that one time. Punk and Amy. Jen Johnson for my pretty clothes! Brian O’Connor- you made me, haha. Dianne Edmondson. AJAX! Zach Jay for getting us lost in Tampa. Roger Nichols. My pastor- Jamie George. NFG and their lovely crew- including but NOT limited to Anthony Aparamor (bad joke, sry) and Michael Cyber- pig Bethancourt! Andy and Jasmin. Rob Cavallo and Doug McKean, Murdock, Dolarhyde, and Kintaro for punk rock shows in Nashville. SYG boys. Fireworks folks. The Swellers- our new LABEL MATES! Zac, Josh, Jeremy, and Taylor- I love you guys so much. Will, Ronnie, Riley, Aaron, Andrew, Nate Warshowsky and Chad Peters- THE BEST AROUND! To our friend fans, fan fans, people who just heard about us yesterday- thank you for keeping us going. See you at the show! Josh would like to thank: My Lord and Savior Jesus Christ. May You be glorified through this new record. Mom and Dad, thank you for supporting me since the very beginning. I love you both. Nate and Callie, I am so excited for the new life you guys have started together. I love you guys. Zac, you will always be my best friend no matter what. I wouldn’t be half the person I am without you in my life. Jonathan, I admire your heart and how you never let anything get you down. Keep being a light. Isabelle, my sweet sister. I’m always going to protect and love you. I’m sorry I am always away from you. You have the sweetest heart for others and I love it. All of my extended family for your love and support. Jenna, I cannot wait to see what the Lord has in store for us. I am but one half without you. I love you always. Brooke Rice for being such an amazing encourager and seester. Mr. Jimmy and Mrs. Lisa Rice for loving me as if I was your own. May the Lord continue to bless you and your marriage. Jeremy Davis for always being so easy going and accepting everyone’s differences. You killed it on this record. Taylor York, welcome to the band. You are the only other guitarist that I would ever want in this band. Hayley, I admire your dedication and hard work for our band. We’ve been through a lot together and I’m glad we stuck through it. We make a great team. In my mind you will always be one of the greatest singers out there. Brandon and Chris Chesbro for all you do for us as a band and me personally. Erin and Miriam Chesbro for allowing us to take your husbands away for such long periods of time :). Hayden Lamb for always loving me so selflessly, Hunter and Heather Lamb, Mr. Peter and Mrs. Michelle York for your support since day one and Mrs. Michelle for helping me make my house look awesome! Chris and Katherine York, Justin York, Chad Howat, JT Daly, Josh Orr, Gavin McDonald, Rob Cavallo, Doug McKean, Andy Smith, Matt Curtis for being such a great brother, Mr. Tim Richards for helping me get in shape and being such a spiritual influence in my life! Emily and Tanner Richards, Caleb and Julia Chapman, Will Chapman you salt, Ryan Russell, JJ, Mama and Papa Lamb, Al Andrews, Dakotah Kaspszak, Emily Patty and the Patty family. Zac would like to thank: I would like to personally thank… Jesus my Savior, my family - Josh, Jonathan, Isabelle, Dad, Mom, Nate and Callie, for being there for me and supporting me through these past 5 years of touring and living everywhere else but home, thank you all! I love you guys so much! Emily- you will never know how much you mean to me and encourage me. I love you! Brandon and Chris Chesbro- I love you salts! The Patty family, for opening your home to me this past year! Al Andrews, Hayden and Hunter and the Lambs, Caleb and Will Chapman, JJ Clark spring break!! Chad Howat, Gavin McDonald, Andrew Smith, JT Daly, Josh Orr, The York family, Rob Cavallo, Doug McKean, Dakotah Kaspszak, Jeff McGinnis, Edwin Dolphinson, Geoff Barrios, Chris Brewer, Karlie Smith, Matt Curtis, Nate Warshowsky, Phil Smith, The China team- Emily and Tanner, Caleb and Julia, Chris and Miriam, and Tabby. The Clayton Family, Jimmy Eat World for such a great tour and all the great advice! Paramore crew- Riley, Will, Andrew, Ronnie, Chad, Nate, Carrol and Aaron. Lastly, Josh- I couldn’t ask for a better brother and friend helping me through this record. Taylor- you’re my best friend and I want to thank you for being there for me and making me laugh. Jeremy- thank you for sharing your food and for being a good big brother to me. Hayley- no matter what happens with our band, you’ll always be my little sister, even though you’re older than me. I had the best time making this record, you guys helped me feel amazing about myself and my playing. Thank you. I love you all so much! I know I forgot a lot of people but if I forgot you, I’ll thank you in person! Jeremy would like to thank: Thanks to my Lord and Savior Jesus Christ, my amazing band/family Hayley, Josh, Zac, Taylor. Thank you for being with me in my best and worst times, I love you guys more than you know. My mom and dad for always letting me follow my dreams with all their support, Rachael, Daniel, Solomon, Abbie, Tabitha, Ada, Cora Eve, Bruce, Cindy, Micah, Nathaniel. To my grandparents and extended family, I have the best family in the world! Thanks to Jesse Lee for breaking a promise with her dad to never date a musician ;) Love you! To Patrick Aspinall for being the best friend that I could ask for, and always being there when I need ya. Garrett Epps (my business partner), Dan Jerik and Franklin Gun Shop. Jeremy Manivong, Charlie Loventhal. To our amazing crew/friends Riley Emminger, Nate Warshowsky, Will Barrett, Andrew Weiss, Ronnie Gardner, Chad Peters, Brandon and Chris Chesbro, Aaron Holmes, Graham Howell, Shirley Minnie, John Brown, Neville Shende, Rob Cavallo and Doug McKean. To the Armed Forces who are constantly out fighting for OUR FREEDOM, and giving me the opportunity to follow my dreams, Thank you! To Jacob Coffey (US Army) for being in Iraq since high school, and Richard Allen Buerstetta (RIP, Marine Corps). To the Pararescue Squad. Thank you to our amazing fans across the world who give us so much support and put so much effort into making us feel loved. You’re the best fans in the world! Taylor would like to thank: My Heavenly Father, You are so faithful when I am not. Praise You, Jesus, for Your loving grace! Mom and Dad, Justin, Chris and Kathy. Your love and support means more than you know. I love you all so much! I’m so proud to be a York! Zac, Josh, Hayley, Jeremy. Thanks for bringing me into the family! I’m so thankful we made it through everything. We still have a fight ahead of us, but I know we’ll make it. I couldn’t do this with anyone else. I love you guys! My incomplete list of thank you’s: Rob, Doug, Brandon, Riley, Nate, Andrew, Will, Ryan, Al Andrews, Trey, Gabriella, Joey, Dan, JT, Chad, Andy, Gavin, Josh, Daniel Gunnarsson, Dakotah, The Yorks, The Bruces, The Buishas, Hunter, Hayden, JJ, Caleb, Chris, Wolf, Dale, Eliza, Jesse, Amy, Courtney, Thuss, Edwin and McIver, Everyone at Invisible Children, and everyone else I know and love. You have all shaped who I am and what I’m becoming. I love you all! Paramore would like to thank: Rob Cavallo, Doug McKean, John Janick, Mark Mercado, Dave Steunebrink, Sarah Deane, Randy Dease, Stevo Robertson, Katie Robinson, Adam Samiljan, Jason Russum, Melissa Uselton, Amy Zaglauer, Lyor Cohen, Craig Kallman, Julie Greenwald, Livia Tortella, Scott Brothman, David Galea, Ken Fermaglich, Sheila Richman, Christina Kotsamanidis, Alex Kirzhner, Jason Childress, Danny Hayes, Brandon Chesbro, Andrew Weiss, Will Barrett, Riley Emminger, Chris Chesbro, Aaron Holmes, Ronnie Gardner, Chad Peters, Nate Warshowsky, Ryan Russell, Al Andrews, Chris Lord-Alge, John Brown, Adam Hudson, Toby Mac, Grant at emac studio, Joe Cesaretti, Brian O’Connor, Jen Johnson, The Pararescue Squad, Russ Waugh, Steve Rea, Jamie Neely, The Cavallo Family, Dan Chase, Jamie Muhoberac, Cheryl Jenets, and Ted Jensen. Special thanks to: Brian Ball at Ernie Ball, Chris Brewer at Meinl, James Pennebaker at Fender, Tim Moore at Sennheiser, Jeff and everyone at Truth Drums. Please visit www.love146.org and www.ijm.org and help end child trafficking and exploitation.

3. Playing God

if i’m a bad person you don’t like me well i guess i’ll make my own way it’s a circle a mean cycle i can’t excite you anymore where’s your gavel your jury what’s my offense this time you’re not a judge but if you’re gonna judge me sentence me to another life don’t wanna hear your sad songs i don’t wanna feel your pain when you swear it’s all my fault ‘cause you know we’re not the same we’re not the same the friends who stuck together we wrote our names in blood but i guess you can’t accept that the change is good it’s good YOU TREAT ME JUST LIKE ANOTHER STRANGER WELL IT’S NICE TO MEET YOU SIR I GUESS I’LL GO I BEST BE ON MY WAY OUT! ignorance is your new best friend this is the best thing that could’ve happened any longer and i wouldn’t have made it it’s not a war no it’s NOT A RAPTURE i’m just a person but you can’t take it the same tricks that once fooled me they won’t get you anywhere i’m not the same kid from your memory now i can fend for myself don’t wanna hear your sad songs i don’t wanna feel your pain when you swear it’s all my fault ‘cause you know we’re not the same we’re not the same yeah we used to stick together we wrote our names in blood but i guess you can’t accept that the change is good it’s good YOU TREAT ME JUST LIKE ANOTHER STRANGER WELL IT’S NICE TO MEET YOU SIR I GUESS I’LL GO I BEST BE ON MY WAY OUT ignorance is your new best friend

YOU TREAT ME JUST LIKE ANOTHER STRANGER WELL IT’S NICE TO MEET YOU SIR I GUESS I’LL GO i best be on my way out

2.Ignorance

i can’t make my own decisions or make any

with precision well maybe you should tie me up

so i don’t go where you don’t want me you say

that i’ve been changing that i’m not just simply

aging yeah how could that be logical just keep

on cramming ideas down my throat you don’t

have to believe me but the way the way i see it

next time you point a finger i might have to

bend i t back or break i t break i t of f NEXT

TIME YOU POINT A FINGER I’LL POINT

YOU TO THE MIRROR if GOD’s the game that you’re

playing well we must get more acquainted

because it has to be so lonely

to be the only one who’s holy it’s just my

humble opinion but it’s one that i believe in

you don’t deserve a point of view if the only

thing you see is you you don’t have to believe

me but the way the way i see it next time you

point a finger i might have to bend it back or

break i t b reak i t o f f NEXT TIME YOU POINT

A FINGER I’LL POINT YOU TO THE

MIRROR this is the last second chance i’m half

as good as it gets i’m on both sides of the fence

without a hint of regret i’ll hold you to it.

She lives in a fairy tale somewhere too far for us to findforgotten the taste and smell of a world that She’s left behindit’s all about the exposurethe lensi told Her the angles were all wrong now She’s ripping wings off of butterflieskeep your feet on the groundwhen your head’s in the cloudsGO GET YOUR SHOVELand we’ll dig a deep holeTO BURY THE CASTLEso one day he found Her crying coiled up on the dirty groundHer prince finally came to save Her and the rest you can figure outbut it was a trick and the clock struck 12well make sure to build your home brick by boring brick or the wolf’s gonna blow it downkeep your feet on the ground

in the cloudswhen your head’sGO GET YOUR SHOVELand we’ll dig a deep holeTO BURY THE CASTLEyou built up a world of magicbecause your real life is tragicif it’s not real you can’t hold it in your handsyou can’t feel it with your heartand i won’t believe itbut if it’s true you can see it with your eyeseven in the darkand that’s where i want to beGO GET YOUR SHOVELAND WE’LL DIG A DEEP HOLETO BURY THE CASTLE

4. Brick By Boring Brick

i scraped my knees while i was praying and found a demon in my safest haven seems like it’s getting harder to believe in anything than just to get lost in all my selfish thoughts

i wanna know what it’d be like to find perfection in my prideto see nothing in the light or turn it off in all my spiteIN ALL MY SPITE I’LL TURN IT OFF

and the worst part is before it gets any better we’re headed for a cliffand in the free fall i will realize i’m better off when i hit the bottomthe tragedy it seems unending i’m watching everyone i looked up to breaking, bending taking short cuts and false solutions just to come out the herowell i can see behind the curtain the wheels are cranking turningit’s all wrong the way we’re working towards a goal that’s nonexistentit’s nonexistent but we just keep believing

the worst part is before it gets any better we’re headed for a cliffand in the free fall i will realize i’m better off when i hit the bottom

i wanna know what it’d be like to find perfection in my prideto see nothing in the light and turn it off in all my spite in all my spite i’ll turn it off JUsT TUrN iT OFF AgAiN!

when i was younger i saw my daddy cry and curse at the windbroke his own heart and i watched as he tried to reassemble itand my momma swore that she would never let herself forgetand that was the day that i promised i’d never sing of love if it does not exist

but darling you are the only exception

maybe i know somewhere deep in my soul that love never lastsand we’ve got to find other ways to make it alonekeep a straight facei’ve always lived like thiskeeping a comfortable distanceand up until now i had sworn to myself that i’m content with lonelinessbecause none of it was ever worth the risk

well you are the only exception

i’ve got a tight grip on reality but i can’t let go of what’s in front of me herei know you’re leaving in the morning when you wake upleave me with some kind of proof it’s not a dream

you are the only exception

i’m on my way to believing

5. Turn It Off

6. The Only Exception

things are looking up oh FINALLYi thought i’d never see the day when you’d smile at mewe always pull through oh when we tryi’m always wrong but you’re never right you’re never right

honestly can you believe we cross the world while it’s asleep?i’ll never trade it in cause i’ve always wanted thisand it’s not a dream anymoreno it’s not a dream anymoreIT’S WORTH FIGHTING FOR

could’ve given up so easilyi was a few cheap shots away from the end of metaking for granted most everything that i would’ve died for just yesterdayjust yesterday

honestly can you believe we cross the world while it’s asleep?i’ll never trade it in cause i’ve always wanted thisand it’s not a dream anymoreno it’s not a dream anymoreIT’S WORTH FIGHTING FOR

God knows the world doesn’t need another bandbut what a waste it would’ve been

I CAN’T BELIEVE WE ALMOST HUNG IT UP WE’RE JUST GETTING STARTED!

8. Looking Up

we still live in the same town well don’t webut I don’t see you around anymore i go to all the same placesnot even a trace of you your days are numbered at 24

and i’m getting bored waiting around for youwe’re not getting any younger and i won’t look backcause there’s no use it’s time to move forward

i feel no sympathy you live inside a caveyou barely get by THE REST OF US ARE TRYINGno need to apologize I’VE GOT NO TIME FOR FEELING SORRY!

i try not to think of what might happen when your reality it finally cuts throughwell as for me i got out and i’m on the road and the worst part is that this could be you

you know it too can’t run from your shameyou’re not getting any younger and time keeps passing bybut you wave it away it’s time to roll over

i feel no sympathy you live inside a caveyou barely get by THE REST OF US ARE TRYINGthere’s no need to apologize I’VE GOT NO TIME FOR FEELING SORRY!

all the best liesthey are told with fingers tiedso cross them tight won’t you promise me tonightif it’s the last thing you do you’ll get out

i feel no sympathyyou live inside a caveyou barely get by THE REST OF US ARE TRYINGthere’s no need to apologize I’VE GOT NO TIME FOR FEELING SORRY!

7. Feeling Sorry

i am going away for a while but i’ll be back don’t try and follow me ‘cause i’ll return

as soon as possible see i’m trying to find my place and it might not be here where i feel safe we

all learn to make mistakes and run from them with no direction we’ll run from them with no conviction ‘cause i’m

just one of those ghosts traveling endlessly don’t need no roads in fact they follow me and we just go in circles now i’m told that this is life

and pain is just a simple compromise so we can get what we want out of it would someone care to classify our broken hearts and twisted minds so i can find someone to

rely on and run to them full speed ahead oh you are not useless we are just misguided ghosts traveling endlessly the ones we trusted the most pushed us far away and there’s no one road we

should not be the same but i’m just a ghost and still they echo me they echo me in circles

10.

Misguided Ghosts

give me attentioni need it nowtoo much d i s t a n c eto measure it outOUT LOUDtracing patterns across a personal map and making pictures where the lines overlap

no one is as lucky as us we’re not at the end but oh we already wonno one is as lucky as us

call me overtell me howyou got so farnever makinga single soundi’m not used to itbut i can learnnothing to iti’ve never been happier

no one is as lucky as us we’re not at the end but oh we already wonno one is as lucky as us

now i’ve got a feeling if i sang this loud enoughYOUwould sing it back to mei’ve got a feeling I GOT A FEELING!!!YOUwould sing it back to me

no one is as lucky as us. we’re not at the end but oh we already wonno one is as lucky as us. 9. Where

The Lines Overlap

think of me when you’re out when you’re out therei’ll beg you nice from my kneesand when the world treats you way too fairly it’s a shame i’m a dream

all i wanted was you

i think i’ll pace my apartment a few times and fall asleep on the couchand wake up early to black and white reruns

that escape from my mouth

all i wanted was you

i could follow you to the beginning just to relive the startmaybe then we’d remember to slow down at all of our favorite parts

ALL I WANTED WAS YOU

11.

All I WantedParamore is:Hayley Williams – vocalsJosh Farro – guitar Zac Farro – drums Jeremy Davis – bass Taylor York – guitar

All songs written by Hayley Williams and Josh FarroPublished by WB Music Corp (ASCAP)/But Father, I Just Want To Sing Music (ASCAP)/Josh’s Music (ASCAP)/FBR Music (ASCAP). All rights administered by WB Music Corp.

Except “Playing God”, “Misguided Ghosts”, and“Feeling Sorry” Written by Hayley Williams, Josh Farro, and Taylor York Published by WB Music Corp (ASCAP)/But Father, I Just Want To Sing Music (ASCAP)/Josh’s Music (ASCAP)/FBR Music (ASCAP). All rights administered by WB Music Corp. © 2009 Hunterboro Music (ASCAP)/Meaux Hits (ASCAP). All rights administered by EMICMG Publishing.

“All I Wanted”Written by Hayley Williams & Taylor YorkPublished by WB Music Corp (ASCAP)/But Father, I Just Want To Sing Music (ASCAP)/© 2009 Hunterboro Music (ASCAP)/Meaux Hits (ASCAP). All rights administered by EMICMG Publishing.

“Decode”Written by Hayley Williams, Josh Farro and Taylor YorkPublished by WB Music Corp (ASCAP), But Father, I Just Want To Sing Music (ASCAP)/Josh’s Music (ASCAP)/FBR Music (ASCAP), Hunterboro Music (ASCAP) and Summit Songs (ASCAP)Mastered by Pat Kraus at WEA Studios Produced by Rob CavalloCo-produced by ParamoreEngineered by Doug McKeanPro Tools Engineering: Dan Chase, Lars FoxRecorded at Lightning Sound Studio, Hidden Hills, CAAssistant Engineers: Steve Rea, Russ Waugh

Mixed by Chris Lord-Alge at Mix LA, except “Misguided Ghosts” mixed by Doug McKeanAssistant Engineers for Chris Lord-Alge: Keith Armstrong, Nik KarpenAdditional Engineering for Chris Lord-Alge: Brad TownsendKeyboards, Organ: Jamie MuhoberacDrum Tech: Nate WarshowskyGuitar Tech: Riley Emminger

Production Manager: Cheryl JenetsProduction Assistant: Jamie Neely

Mastered by Ted Jensen at Sterling Sound, New York, NY

Management: Mark Mercado & Dave Steunebrink Business Management: Jason Childress at Curo Financial Management LLCLegal: Danny Hayes @ Davis Shapiro Lewit & Hayes, LLPBooking Agent: Ken Fermaglich & David Galea @ The Agency GroupA&R: Steve RobertsonA&R Administration: Anne DeClementeMarketing Director: Katie Robinson Art Coordinators: Kristie Borgmann & Sarah DeaneArt Direction & Design: Paramore & Ryan RussellPhotography: Ryan RussellPackaging Production: Brian Ranney