THE OTHER SIDE OF DOWN (David Archuleta, Joy Williams, Blair Daly, Jeremy Bose) Published by Archie Songs (ASCAP), Sensibility Songs (ASCAP), Internal Combustion Music/Southside Indepen-

dent Music Publishing LLC/Kickin Grids Music (BMI), Meadowgreen Music/Vandelay Publishing (AS-

CAP) adm. by EMICMG PublishingProduced by Jeremy BoseProgramming: Jeremy BoseElectric

& Acoustic Guitars: Blair DalyRecorded by Jeremy Bose at Pentavarit Studios, Nashville, TNMixed

by Rich Travali at Dockside Studios, Point Pleasant, NJ SOMETHING BOUT LOVE (David Archuleta, Sam Hollander, Dave Katz, Chris DeStefano)Published by Archie Songs (ASCAP), Mayday Malone/

EMI April Music, Inc. (ASCAP), Reptillian Music/EMI Blackwood Music, Inc. (BMI), Sugar Glider Mu-

sic Publishing/EMI April Music, Inc. (ASCAP)Produced by S*A*M & SluggoCo-Produced by Chris

Rockwell DeStefanoProgramming: Sam Hollander, Dave Katz & Chris DeStefanoGuitar & Bass:

Chris DeStefanoBackground Vocals: David Archuleta & Chris DeStefanoRecorded by Sean Gould at

Fresh Kills, NYC & Chris DeStefano at Conway Recording Studios & Sub-Level 3 Studios, Los Angeles,

CAAssisted by Grant Michaels (Fresh Kills) & Sam Holland (Conway)Mixed by Serban Ghenea at

MixStar Studios, Virginia Beach, VAEngineered for Mix by John HanesAssistant Engineered for Mix by

Tim Roberts ELEVATOR (David Archuleta, Shelly Peiken, Mike Krompass)Published by Archie Songs (ASCAP), ROR Songs (BMI) adm. by Songs of Kobalt Music Publishing, Mike K Music/Art For Arts Sake

(ASCAP) adm. by Bug Music, Inc.Produced by Mike KrompassAcoustic & Electric Guitars, Bass,

Keyboards, Drum Programming: Mike KrompassPiano, Rhodes, Organ & Synth: Juan PortelaDrums:

Randy CookeBackground Vocals: David Archuleta, Storm Lee GardinerRecorded & Mixed by Mike

Krompass at The Playground Studio, Studio City, CAAdditional Pro Tools Engineers: Juan Portela, Dolena

KrompassAssisted by Dave Filice STOMPING THE ROSES (Bryce Avary, David Archuleta)Published by Bravary Songs/Songs Of Kobalt Music Publishing (BMI), Archie Songs (ASCAP)Produced by Mike

KrompassCo-Produced by John Hancock and Finn BjarnsonAcoustic & Electric Guitars, Bass, Drums,

Drum Programming: Mike KrompassAdditional Guitars & Programming: John HancockKeyboards:

Mike Krompass, Juan PortelaBackground Vocals: David ArchuletaRecorded & Mixed by Mike

Krompass at The Playground Studio, Studio City, CAAssisted by Dave FiliceAdditional Pro Tools

Engineers: Mike Krompass, Juan Portela, Dolena KrompassDrums Recorded by Dolena Krompass

WHO I AM (David Archuleta, Shelly Peiken, Mike Krompass) Published by Archie Songs (ASCAP), ROR Songs (BMI) adm. by Songs of Kobalt Music Publishing, Mike K Music/Art For Arts Sake (ASCAP)

adm. by Bug Music, Inc.Produced by Mike KrompassAcoustic & Electric Guitars, Bass, Keyboards,

Drums, Drum Programming: Mike KrompassKeyboards: Juan PortelaBackground Vocals: David

Archuleta, Storm Lee GardinerRecorded & Mixed by Mike Krompass at The Playground Studio, Stu-

dio City, CAAdditional Pro Tools Engineers: Mike Krompass, Juan Portela, Dolena KrompassDrums

Recorded by Dolena KrompassAssisted by Jeremy Robb FALLING STARS (Emanuel Kiriakou, Claude Kelly, Jess Cates)Published by Roditis Music (ASCAP), Studio Beast Music/Warner Tamerlane Publish-

ing Corp. (BMI), Very High Songs (ASCAP)Produced by Emanuel Kiriakou for Roditis Music, Inc.All

Instruments by Emanuel KiriakouAdditional Keyboards by Jens KoerkemeierBackground Vocals: Da-

vid ArchuletaEngineering and Editing by Jens KoerkemeierRecorded by Emanuel Kiriakou at Studio

E, Chalice Recording, Los Angeles, CAMixed by Matty Green at Chalice Recording, Los Angeles, CA

PARACHUTES AND AIRPLANES (David Archuleta, Matt Squire, Lindy Robbins)Published by Archie Songs (ASCAP), Cletis Jones/EMI April Music, Inc. (ASCAP), Hey Kiddo Music (ASCAP) adm. by Kobalt

Music Group Ltd.Produced & Mixed by Matt SquireEngineered by Matt Squire at SOMD Studios,

Los Angeles, CAVocal Engineering by Phil MargaziotisAdditional Recording at EMI Publishing Stu-

dio, Santa Monica, CA LOOK AROUND (David Archuleta, Matt Squire, Victoria Horn) Published by Archie Songs (ASCAP), Cletis Jones/EMI April Music, Inc. (ASCAP), Lady V Music Publishing/Songs Of

Universal, Inc. (BMI)Produced & Mixed by Matt SquireEngineered by Matt Squire at SOMD Studios,

Los Angeles, CAVocal Engineering by Travis Huff and Phil MargaziotisAdditional Recording at The

Village Recorders, Los Angeles, CAAssisted at The Village by Ghian Wright GOOD PLACE (Mitch Allan, David Archuleta, Shelly Peiken)Published by Part of the Problem Publishing/Art in the Fodder Music

(BMI) adm. by Bug Music, Inc., Archie Songs (ASCAP), ROR Songs (BMI) adm. by Songs of Kobalt Music

PublishingProduced by Mitch AllanAdditional Production by U4LDrums: Justin GlascoCello: Tina

GuoRecorded by Mitch Allan in Mitchs Bedroom, North Hollywood, CADrums recorded at Kingsize

Soundlabs, Silverlake, CAMixed by Jeff Juliano at MilestoneAssistant Mix Engineer: Garrett Davis

COMPLAIN (Emanuel Kiriakou, David Hodges, Claude Kelly)Publitshed by Roditis Music (ASCAP), 12:06 Publishing/EMI Blackwood Music, Inc. (BMI), Studio Beast Music/Warner Tamerlane Publish-

ing Corp. (BMI)Produced by Emanuel Kiriakou for Roditis Music, Inc.All Instruments by Emanuel

Kiriakou except:Drums: Dorian CrozierBackground Vocals: David ArchuletaEngineering and Edit-

ing by Jens KoerkemeierRecorded by Emanuel Kiriakou at Studio E, Chalice Recording, Los Ange-

les, CA & Safehouse Sound, Burbank, CAMixed by Matty Green at Chalice Recording, Los Angeles,

CA THINGS ARE GONNA GET BETTER (David Archuleta, Danielle Brisebois, Nick Lashley, A An-der) Published by Archie Songs (ASCAP), More Where That Came From/EMI Blackwood Music, Inc.

(BMI), Upward Dog Music (ASCAP), Peachtree Lane (BMI)Produced by A Ander, Danielle Brisebois

& Nick LashleyGuitars & Drum Programming: Nick LashleyBass: Chris ChaneyKeyboards: Nick

Lashley, Jamie Muhoberac & Charlie JudgeAdditional Drums: Gary NovakBackground Vocals: Da-

vid Archuleta, Nikola Bedingfi eld, Danielle BriseboisChoir Conductor: Maxi AndersonChoir: Alfi e Si-

las Durio, Bridgette Bryant, Maxi Anderson, Maxine Waters, Alex Brown, Carmen Carter, Oren Waters,

Will Wheaton, Josef PowellSnaps, Claps and Inspiration: Adam Ruben, Jonah Nelsen, Dani Johnson,

Janessa Milne, David Archuleta, Lauri Archuleta, Marie Brisebois, Danielle Brisebois, A Ander, Nick

LashleyRecorded by Nick Lashley, Kieron Menzies & Chris Garcia at Dani and Nicks in Venice, CA

and Woodshed Recording in Malibu, CAMixed by Michael Shipley at Glenwood Place Studios, Bur-

bank, CAPro Tools Editor: Brian Wohlgemuth MY KIND OF PERFECT (David Archuleta, Joy Williams, Cindy Brouwer, Jeremy Bose)Published by Archie Songs (ASCAP), Sensibility Songs (ASCAP), Olivian-

nah Music Publishing (ASCAP) adm. by Sony/ATV Cross Keys Publishing, Meadowgreen Music/Vandelay

Publishing (ASCAP) adm. by EMICMG PublishingProduced by Jeremy BosePiano & Programming:

Jeremy BoseCello: Matt ButlerRecorded & Mixed by Jeremy Bose at Pentavarit Studios, Nashville, TN

THANK YOU: First, as always, I would like to thank God for this amazing experience, for getting to do something I love that Im able to share with as many people as I have so far. Second, I am grateful to

my family for their continued support and for always being there whenever I need them. I appreciate

that all of you have been such good sports during all the time Ive been away from home and for lend-

ing your ears when I need an opinion. I knew I could trust that you would understand what I was trying

to accomplish with the songs. Thanks for all you guys do! Mom, Dad, Claudia, Daniel, Jazzy, Amber,

Abuelita, Grandpa and Grandma, all my cousins, aunts and uncles, and all my teachers, friends and

neighbors who make up such an awesome group of people in my life. To all the people that I worked

with on this project! The Nashville folks: Joy and Nate, you were like my life teachers and really took

me in at the beginning of this whole project. Thanks for the patience you had with me and for helping

me learn so much. Thanks to the other Nashville writers: Jeremy Bose, Blair Daly, Robert Marvin, Brett

Manning, Matt Wertz, Matt Bronleewe, Jamie Kenney, Jesse Frasure, Cary Barlowe, Danny Orton, Jen

Schott, Hillary Lindsey, Elle, Cindy Brouwer and the many other talented people I met and learned from

during my experiences there. Thanks to Rhonda and the gang for your hospitality during my stay there,

too! I had fun times. I gained so much from those early experiences going to Nashville and that city now

has a dear place in my heart. Id like to also thank Detail, Dionne, Ammo and all the gang in LA for

their help with the fi rst writing cycle for this album. Also, Matt Squire and Lady V! Always love hearing

your British accent Lady V, haha! Lindy Robbins, Shelly Peiken, Toby Gad, Eman, David Hodges, Jess

Cates, Andre Merrit, Priscilla Renea, Kojak, Jimmy Harry, James, Dapo, Lisa, The Nexus, Mitch Allan, John

Hancock, Finn Bjarnson, Bryce Avary, Sam Hollander, Sluggo, Daniel Bedingfi eld, Kina Grannis and so

many others for the privilege of getting to work with you! I learned a lot from each of you and it helped

me continue moving forward with stepping out of my comfort zone and getting those creative juices fl ow-

ing. Id like to give a special shout out to my Aunt Lauri for working her rear off during this whole time. I

appreciate how much you put into making sure that I was supported and for having my back this whole

time. It means a lot to have someone I know will look and see if something happening is in my best

interest. Thanks for sacrifi cing so much and for your continued love and support that you give. Thanks

to Dean Kaelin for always taking my random calls whenever my voice is feeling a little tired or worn out.

You always help get my voice back into gear! Thanks to the lovely Sunny for your amazing attitude and

outlook on life. You helped me look at the positive side of things even when things were diffi cult and I

always learn great things when Im around you. Thanks for your love of life, your family, music and others!

Thanks to Summer, Bryan and family for the great examples you are, and for always dealing with me

even when its not the most convenient time. You really are my family away from home and I admire the

strength you have! Thanks to Mike K for you and your family always being so generous and willing to give

whenever you have the chance. Same to Danielle, Nick, and Gregg for looking out for me and always hav-

ing those chips out whenever I came by to work on music. Sorry for eating so many of them. I cant resist

those chips and salsa, haha. Thanks to all the musicians and mixers who also participated in helping with

the songs. I didnt realize how many people were involved in making these songs sound the way they do

and for making them what they are. Thanks Mike Shipley and, also, Manny for the wise words you shared.

Thanks to Jared, Josh and those at AGP for all the work you did to help me. You are a great group of

people. Thanks to all those at the label: Nicole Bilzerian you are always so fun to work with and I appreci-

ate all you do! Jeff Fenster for listening to my voice as it began to come out more during this project, Joe

Riccitelli for always carrying that great spirit with you wherever you go, Barry Weiss, Tom Carrabba, Peter

Thea, Cat, EDub, Dave Bell, Linda, Nathalie, Joe Daddio, Doug, Monica, Tice Merriweather, Jeff Aber, Gaby

Rosen, Evan Rosin, Mark Flaherty, Jeff Dodes, Jackie Murphy, Maureen Murphy, Maria Marulanda, Gerry

Kuster, Claudia Butzky and the many others at the label. Thanks to Steve for keeping on top of me and for

the advice you share! Sorry that I have been quite a pain lately but appreciate you being patient with me.

Thanks, also, to Howard Siegel for what you share. Also, thanks to Jeff Frasco, Mario Tirado and the others

at CAA. Thanks to Simon Fuller, Iain Pirie and those at 19. And Gina Orr! I so appreciate the guidance that

you have given and for being a great person! There really have been so many people that have helped

along the way with this process! Thanks so much to all of the others who have helped me continue mov-

ing forward and growing on this journey of making the album. Thanks, also, to all of my friends who have

taught me things Ive needed going through everything this last year. Lastly, Id like to thank all you wonder-

ful fans! Thank you so much for your patience and continued support as youve waited for this album re-

lease! I really hope that you guys can connect to the songs on this album as Ive tried my best to show you

who I am as a growing artist and person. May you all be able to take something with you from this project

and music and I hope that all this work pays off by giving you music that is more meaningful and valuable,

as Ive had my hand in it. Thanks for all that you keep doing and I hope to continue doing my best for you!

A&R Executive: Jeff Fenster

Mastered by Tom Coyne at Sterling Sound, NYC

Photography: Jake Chessum

Stylist: Summer Thacker

Groomer: Carola Gonzalez

Art Direction & Design: Maria Paula Marulanda & Jackie Murphy

Call (801) 386-8196 to join Davids Mobile Fan Club to hear exclusive messages and receive text message updates!

www.davidarchuleta.com www.myspace.com/davidarchuleta www.jiverecords.com

2010 19 Recordings Ltd., under exclusive license to JIVE Records 2010 JIVE Records, a unit of Sony Music Entertainment. Marketed

and distributed by Sony Music Entertainment, Inc, 550 Madison Avenue, New York, New York 10022-3211. All Rights Reserved. Unauthorized

duplication is a violation of applicable laws. G010002014735A/01