1. AIN’T NOTHING WRONG WITH THAT

(ANDREW RAMSEY/ROBERT RANDOLPH/SHANNON SANDERS) DREW'S GROOVE PUBLISHING/COMBUSTION MUSIC/SONGS OF WINDSWEPT PACIFIC BMI/ HAPPY FINGERS TOO PUBLISHING BMI

ADMINISTERED BY EMI BLACKWOOD INC. BMI/WANGOUT!/SONY MUSIC PUBLISHING BMI

PRODUCED BY DREW & SHANNON

LEAD AND BACKGROUND VOCALS, PEDAL STEEL GUITAR: ROBERT RANDOLPHKEYBOARDS, STOMPS, CLAPS: JASON CROSBYDRUMS, STOMPS, CLAPS: MARCUS RANDOLPH

LEAD AND BACKGROUND VOCALS, BASS GUITAR, STOMPS, CLAPS: DANYEL MORGANGUITAR, BACKGROUND VOCALS, STOMPS, CLAPS: DREW RAMSEY

KEYBOARDS, BACKGROUND VOCALS, STOMPS, CLAPS: SHANNON SANDERSBACKGROUND VOCALS: SHANNA CROOK AND LENESHA RANDOLPH

ALL PROGRAMMING BY DREW & SHANNONENGINEER: JOE MARTINO

ASSISTANT ENGINEER: ERIK “KELLER” JAHNERADDITIONAL ENGINEERING: GREG “G-RONI” FUQUA AND BOB TUCKER

PRODUCTION COORDINATOR: KEN JOHNSONPRODUCTION ASSISTANT: JON GRAVES

MIXED BY SERBAN GHENEA AT MIXSTAR STUDIOS, VIRGINIA BEACH, VAASSISTANT ENGINEER: TIM ROBERTS

ADDITIONAL PROTOOLS ENGINEER: JOHN HANES

RECORDED AT GROUNDSTAR RECORDING LAB – NASHVILLE, AND WESTLAKE AUDIO – LOS ANGELES

2. DELIVER ME(ROBERT RANDOLPH/GARY NICHOLSON/TOMMY SIMS) TOMMY SIMS MUSIC

(ALL RIGHTS ADMINISTRATED BY BMG) ASCAP/HAPPY FINGERS TOO PUBLISHING BMI ADMINISTERED BY EMI BLACKWOOD INC. BMI

PRODUCED AND ARRANGED BY TOMMY SIMS FOR THE POSITIVE MOVEMENT, INC.

MUSICIANS: ROBERT RANDOLPH & THE FAMILY BAND AND TOMMY SIMSLEAD VOCALS: ROBERT RANDOLPH

BACKGROUND VOCALS: TOMMY SIMS, DANYEL MORGAN AND LENESHA RANDOLPHGUITARS, VOCALS: ROBERT RANDOLPH

DRUMS: MARCUS RANDOLPHBASS, VOCALS: DANYEL MORGAN

HAMMOND ORGAN, PIANO: JASON CROSBY

PRODUCTION COORDINATOR: DAVE HUYONUGRECORDED BY BRYAN LENOX & TOMMY SIMS

RECORDED AT UNCLE TOM’S CABIN & BLACKBIRD STUDIOS, NASHVILLE, TNDIGITAL EDITING: DREW DOUTHIT & ANDY SELBY

MIXED BY SERBAN GHENEA AT MIXSTAR STUDIOS, VIRGINIA BEACH, VAASSISTANT ENGINEER: TIM ROBERTS

ADDITIONAL PROTOOLS ENGINEER: JOHN HANES

ROBERT RANDOLPH: PEDAL STEEL, GUITARS AND VOCALS

3. DIANE(MARK BATSON/ROBERT RANDOLPH) BAT FUTURE MUSIC BMI ADMINISTERED BY SONGS OF UNIVERSAL

INC. BMI/HAPPY FINGERS TOO PUBLISHING BMI ADMINISTERED BY EMI BLACKWOOD INC. BMI

PRODUCED BY MARK BATSON FOR ALLUSTRIOUS A.D., INC.

GUITARS, VOCALS: ROBERT RANDOLPHDRUMS: MARCUS RANDOLPH

BASS, VOCALS: DANYEL MORGANHAMMOND ORGAN, PIANO: JASON CROSBY

DRUM PROGRAMMING: MARK BATSONTENOR SAXOPHONE: LEROI MOORE

TRUMPET: RASHAWN ROSSENGINEERED BY MARK BATSON AND AARON FESSEL

ASSISTED BY ZACK HORNE AND ERIC RENNAKERADDITIONAL VOCALS PRODUCED BY TAL HERZBERG

ADDITIONAL PROTOOLS ENGINEER: MICHAEL PARNINMIXED BY SERBAN GHENEA AT MIXSTAR STUDIOS, VIRGINIA BEACH, VA

ASSISTANT ENGINEER: TIM ROBERTSADDITIONAL PROTOOLS ENGINEER: JOHN HANES

ADDITIONAL RECORDING BY TIM ROBERTS OF SOUL HAVEN STUDIOS

RECORDED AT WESTLAKE RECORDING STUDIOSLOS ANGELES, CA AND HAUNTED HOLLOW STUDIOS – CHARLOTTESVILLE, VA

LEROI MOORE APPEARS COURTESY OF THE RCA RECORDS LABEL

4. ANGELS(MARK BATSON/ROBERT RANDOLPH/SHANNON SANDERS/DAVID J. MATTHEWS) BAT FUTURE MUSIC BMI

ADMINISTERED BY SONGS OF UNIVERSAL INC. BMI/HAPPY FINGERS TOO PUBLISHING BMI ADMINISTERED BY EMI BLACKWOOD INC. BMI/WANG OUT MUSIC BMI/SONY ATV SONGS LLC BMI/COLDEN GREY, LTD. ASCAP

PRODUCED BY MARK BATSON FOR ALLUSTRIOUS A.D., INC.

GUITARS, VOCALS: ROBERT RANDOLPHDRUMS: MARCUS RANDOLPH

BASS, VOCALS: DANYEL MORGANHAMMOND ORGAN, PIANO: JASON CROSBY

DRUM PROGRAMMING, KEYBOARDS: MARK BATSONBACKGROUND VOCALS: SHANNON SANDERS AND LENESHA RANDOLPH

ENGINEERED BY MARK BATSON AND AARON FESSELASSISTED BY ZACK HORNE AND ERIC RENNAKER

ADDITIONAL VOCALS PRODUCED BY TAL HERZBERGADDITIONAL PROTOOLS ENGINEER: MICHAEL PARNIN

MIXED BY SERBAN GHENEA AT MIXSTAR STUDIOS, VIRGINIA BEACH, VAASSISTANT ENGINEER: TIM ROBERTS

ADDITIONAL PROTOOLS ENGINEER: JOHN HANESADDITIONAL RECORDING BY TIM ROBERTS OF SOUL HAVEN STUDIOS

RECORDED AT WESTLAKE RECORDING STUDIOS – LOS ANGELES, CA, AND HAUNTED HOLLOW STUDIOS – CHARLOTTESVILLE, VA

DANYEL MORGAN: BASS, VOCALS

5. JESUS IS JUST ALRIGHT FEATURING ERIC CLAPTON

(ARTHUR S. REYNOLDS ) ALEXIS MUSIC INC. ASCAP

PRODUCED BY PETE KIPLEY

GUITARS, VOCALS: ROBERT RANDOLPHGUITARS, VOCALS: ERIC CLAPTON

DRUMS: MARCUS RANDOLPHBASS, VOCALS: DANYEL MORGAN

HAMMOND ORGAN, PIANO: JASON CROSBYRECORDED BY MIKE “X” O’CONNOR, F. REID SHIPPEN, SIMON CLIMIE

RECORDED AT THE GROOVE ROOM: NASHVILLE, OLYMPIC STUDIOS – LONDONMIXED BY SERBAN GHENEA AT MIXSTAR STUDIOS, VIRGINIA BEACH, VA

ASSISTANT ENGINEER: TIM ROBERTSADDITIONAL PROTOOLS ENGINEER: JOHN HANES

ERIC CLAPTON APPEARS COURTESY OF REPRISE RECORDS

6. STRONGER FEATURING LEELA JAMES(ROBERT RANDOLPH/STEVE MCEWAN/DANYEL MORGAN/JASON CROSBY) HAPPY FINGERS TOO PUBLISHING

BMI ADMINISTERED BY EMI BLACKWOOD INC. BMI

PRODUCED BY PETE KIPLEY

ACOUSTIC GUITAR: STEVE MCKUENVOCALS: LEELA JAMES

GUITARS, VOCALS: ROBERT RANDOLPHDRUMS: MARCUS RANDOLPH

BASS, VOCALS: DANYEL MORGANHAMMOND ORGAN, PIANO: JASON CROSBY

RECORDED BY MIKE “X” O’CONNORRECORDED AT THE GROOVE ROOM –NASHVILLE, GROUNDSTAR RECORDING – NASHVILLE

ASSISTED BY JOE MARTINOADDITIONAL PRODUCTION BY COMMISSIONER GORDON FOR SONGS OF DAVID

MIXED BY SERBAN GHENEA AT MIXSTAR STUDIOS, VIRGINIA BEACH, VAASSISTANT ENGINEER: TIM ROBERTS

ADDITIONAL PROTOOLS ENGINEER: JOHN HANESADDITIONAL RECORDING BY TIM ROBERTS OF SOUL HAVEN STUDIOS

LEELA JAMES APPEARS COURTESY OF WARNER BROS. RECORDS

7. THRILL OF IT(ROBERT RANDOLPH/DANYEL MORGAN/MARCUS RANDOLPH/JEFF TROTT/JASON CROSBY)

HAPPY FINGERS TOO PUBLISHING BMI ADMINISTERED BY EMI BLACKWOOD INC. BMI/CYRILLIC SOUP ASCAP

PRODUCED BY PETE KIPLEY

GUITARS, VOCALS: ROBERT RANDOLPHDRUMS: MARCUS RANDOLPH

BASS, VOCALS: DANYEL MORGANHAMMOND ORGAN, PIANO: JASON CROSBY

RECORDED BY MIKE “X” O’CONNOR, JOE BALDRIDGERECORDED AT THE GROOVE ROOM – NASHVILLE,

GROUNDSTAR RECORDING – NASHVILLEASSISTED BY JOE MARTINO

MIXED BY SERBAN GHENEA AT MIXSTAR STUDIOS, VIRGINIA BEACH, VAASSISTANT ENGINEER: TIM ROBERTS

ADDITIONAL PROTOOLS ENGINEER: JOHN HANES

JASON CROSBY:HAMMOND ORGAN, PIANO, BACKGROUND VOCALS

8. BLESSED(ROBERT RANDOLPH/TOMMY SIMS/LENESHA RANDOLPH) TOMMY SIMS MUSIC (ALL RIGHTS ADMINISTRATED BY BMG)

ASCAP/HAPPY FINGERS TOO PUBLISHING BMI ADMINISTERED BY EMI BLACKWOOD INC. BMI

PRODUCED AND ARRANGED BY TOMMY SIMS FOR THE POSITIVE MOVEMENT, INC.

MUSICIANS: ROBERT RANDOLPH & THE FAMILY BAND AND TOMMY SIMSLEAD VOCALS: ROBERT RANDOLPH

BACKGROUND VOCALS: LENESHA RANDOLPH & TOMMY SIMSGUITARS, VOCALS: ROBERT RANDOLPH

DRUMS: MARCUS RANDOLPHBASS, VOCALS: DANYEL MORGAN

HAMMOND ORGAN, PIANO: JASON CROSBY

PRODUCTION COORDINATOR: DAVE HUYONUGRECORDED BY BRYAN LENOX & TOMMY SIMS

RECORDED AT UNCLE TOM’S CABIN & BLACKBIRD STUDIOS, NASHVILLE, TNDIGITAL EDITING: DREW DOUTHIT & ANDY SELBY

MIXED BY SERBAN GHENEA AT MIXSTAR STUDIOS, VIRGINIA BEACH, VAASSISTANT ENGINEER: TIM ROBERTS

ADDITIONAL PROTOOLS ENGINEER: JOHN HANES

9. LOVE IS THE ONLY WAY FEATURING DAVE MATTHEWS,

LEROI MOORE AND RASHAWN ROSS(MARK BATSON/DAVID J. MATTHEWS) BAT FUTURE MUSIC ADMINISTERED BY SONGS OF UNIVERSAL, INC. BMI/

COLDEN GREY, LTD. ASCAP

PRODUCED BY MARK BATSON FOR ALLUSTRIOUS A.D., INC.

GUITARS, VOCALS: ROBERT RANDOLPHDRUMS: MARCUS RANDOLPH

BASS, VOCALS: DANYEL MORGANGUITAR, VOCALS: DAVE MATTHEWS

HAMMOND ORGAN, PIANO: JASON CROSBYDRUM PROGRAMMING, KEYBOARDS: MARK BATSON

TENOR SAXOPHONE: LEROI MOORETRUMPET: RASHAWN ROSS

ENGINEERED BY MARK BATSON AND AARON FESSELASSISTED BY ZACK HORNE AND ERIC RENNAKER

ADDITIONAL VOCALS PRODUCED BY TAL HERZBERGADDITIONAL PROTOOLS ENGINEER: MICHAEL PARNIN

MIXED BY SERBAN GHENEA AT MIXSTAR STUDIOS, VIRGINIA BEACH, VAASSISTANT ENGINEER: TIM ROBERTS

ADDITIONAL PROTOOLS ENGINEER: JOHN HANES

RECORDED AT WESTLAKE RECORDING STUDIOS – LOS ANGELES, CA, HAUNTED HOLLOW STUDIOS – CHARLOTTESVILLE, VA AND STUDIO LITHO – SEATTLE, WA

DAVE MATTHEWS APPEARS COURTESY OF THE RCA RECORDS LABELLEROI MOORE APPEARS COURTESY OF THE RCA RECORDS LABEL

MARCUS RANDOLPH: DRUMS, BACKGROUND VOCALS

10. THANKFUL ’N THOUGHTFUL(SYLVESTER STEWART) WARNER-TAMERLANE PUBLISHING CO. BMI

ARRANGED BY ROBERT RANDOLPH

PRODUCED BY VICTOR AND CEDRIC CALDWELL

GUITARS: ROBERT RANDOLPHDRUMS: MARCUS RANDOLPH

BASS, VOCALS: DANYEL MORGANHAMMOND ORGAN, PIANO: JASON CROSBY

RECORDED AT WARNER BROS. STUDIOS – NASHVILLE, TN

MIXED BY SERBAN GHENEA AT MIXSTAR STUDIOS, VIRGINIA BEACH, VAASSISTANT ENGINEER: TIM ROBERTS

ADDITIONAL PROTOOLS ENGINEER: JOHN HANESADDITIONAL RECORDING BY TIM ROBERTS OF SOUL HAVEN STUDIOS

11. HOMECOMING(ANDREW RAMSEY/ROBERT RANDOLPH/SHANNON SANDERS) DREW'S GROOVE PUBLISHING/

COMBUSTION MUSIC/SONGS OF WINDSWEPT PACIFIC BMI/ HAPPY FINGERS TOO PUBLISHING BMI ADMINISTERED BY EMI BLACKWOOD INC. BMI/WANGOUT!/SONY MUSIC PUBLISHING BMI

PRODUCED BY DREW & SHANNON

LEAD AND BACKGROUND VOCALS, PEDAL STEEL GUITAR: ROBERT RANDOLPHKEYBOARDS, BACKGROUND VOCALS: JASON CROSBYDRUMS, BACKGROUND VOCALS: MARCUS RANDOLPH

LEAD AND BACKGROUND VOCALS, BASS GUITAR: DANYEL MORGANGUITAR, BACKGROUND VOCALS: DREW RAMSEY

KEYBOARDS, BACKGROUND VOCALS: SHANNON SANDERS

RECORDED AT GROUNDSTAR RECORDING LAB – NASHVILLE AND WESTLAKE AUDIO – LOS ANGELES

ALL PROGRAMMING BY DREW & SHANNONENGINEER: JOE MARTINO

ASSISTANT ENGINEER: ERIK “KELLER” JAHNERADDITIONAL ENGINEERING: GREG “G-RONI” FUQUA AND BOB TUCKER

PRODUCTION COORDINATOR: KEN JOHNSONPRODUCTION ASSISTANT: JON GRAVES

MIXED BY SERBAN GHENEA AT MIXSTAR STUDIOS, VIRGINIA BEACH, VAASSISTANT ENGINEER: TIM ROBERTS

ADDITIONAL PROTOOLS ENGINEER: JOHN HANES

MASTERED BY CHRIS GEHRINGER AT STERLING SOUND, NYCMIXED BY SERBAN GHENEA AT MIXSTAR STUDIOS, VIRGINIA BEACH, VA

WC2006 WARNER BROS. RECORDS INC. MADE IN U.S.A.

EXECUTIVE PRODUCER: TOM WHALLEY

A&R: BRUCE FLOHR

A&R ADMINISTRATION AND COORDINATION: LIZA JOSEPH

MANAGEMENT: RED LIGHT MANAGEMENT

ROBERT RANDOLPH & THE FAMILY BAND WOULD LIKE TO THANK:Coran Capshaw, Bruce Flohr, Chris Sampson, Kim Kaechele and all at Red Light Management, Jim Markel (Swampland), Our Family at Warner Bros., Frank Riley and Matt

Hickey (High Road Touring), Josh Grier (Dreier LLP), Jamie Cheek (Flood, Bumstead, McCready, and McCarthy), Evan Lamberg & everyone at EMI Publishing, LeneshaRandolph, Sean Quackenbush, Tyler Sweet, and all of the RRFB crew, Bill Bonnell at ESPN, Deirdre O’ Hara, Mio Vukovic, David Saltz, Lem Oppenheimer and Musictoday,

Dave Matthews Band & crew. Yamaha – Joe, Jordan, and Mike, Vic Firth, Evans, Planet Waves, Zildjian, Crate, Ted Kornblum, Tien @ Mesa Boogie, Metric Halo, Digidesign,Dean Markley, Jim Dunlop, Robert Kelley, Jerry Fessenden, Coy CD Cases, Damage Control, Tim @ Sierra, Omni Tech, CJ @ Star Coach, T.C. Electronics, Tour Supply,

Ernie Ball, Richard Babera, Shubb, Peterson Tuners, Voodoo Labs, Peter @ Radial, Michael @ Sensaphonics, and Kristy Jo @ Sennheiser.

ROBERT THANKS:Thanks to Emani “Babycakes” Dublin, Calvin Cook, Ted Beard, Mom and Dad, Grandma, Ejay Randolph, Dwayne Randolph, Sam Gaffeney, Jim Markel (Swampland), Carlos

Santana, Eric Clapton, Rob Thomas, Sammy Steinlight, Alan Kanoff, Shawn McSpadden, RED LIGHT MANAGEMENT, Bill Nelson, The Tin Roof Crew, THE HOUSE OF GODCHURCH, Gillian Grisman, Steve Jordan, Dave Shields.

DANYEL THANKS:The Morgan Family

JASON THANKS:Cathryn Bales, Crosby-Gugig Family, Richard Sisselman, Jeff Sipe, Chris Crosby, Dave Diamond, Ron Perry, Carter Bales, Oteil Burbridge, Jimmy Herring,

Kirk and Tamera, The Bombster, Bill Titus, Phil Maher

MARCUS THANKS: Trisha and Marcus Jr., Michael and Sylvia Randolph and all of their children, the Ken Folk Movement, rest in peace Sean Brooks.

FOR OFFICIAL MERCHANDISE AND BAND INFO, PLEASE VISIT: WWW.ROBERTRANDOLPH.NET

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