BRAND NEW DAY

I stayed in one place for too long, Gotta get on the run again. I saw the one thing that I want, Hell-bent, get out of bed. Im throwing rocks at your window, Youre tying the bed sheets together. They say that were dreaming too big I say this towns too small. Dream Send me a sign Turn back the clock Give me some time I need to break out And make a new name Lets open our eyes To the brand new day Its a brand new day Ive taken hits like a brawler, But Im getting back up again. And from the moment I saw her, I was hell-bent with heavens scent. -heaven sentIm throwing rocks at your window, Were leaving this place together. They say that were flying too high, Well get used to looking up. Dream (R. Star, M. Collins); Fox Film Music Corp. (BMI) ; Drums: Matt Chamberlain; Bass: Jack Daley; Guitar: Tim Pierce, Phil X, R. Star; Keyboards: Matt Serletic; Programming: Matt Serletic, Rhys Fulber; Background Vocals: Hallie, Matt Serletic; Brand New Day main theme song from Lie To Me courtesy of Twentieth Century Fox Television 2010 Twentieth Century Fox Television

Im gonna throw it all away. I think Ive got a good idea but, Who am I to say? Im burning all the things you gave me, Erasing all my memories. I thought you were the one to save me, I was so nave. Im about to lose control So, Im gonna let it go Yesterday is history, Tomorrow may not come. Im gonna run to the horizon, We are strong, We are young. Im gonna lay on the ground, Feel the rain thats coming down. And theres nothing anyone, Could do or say to bring me down. Right Now Right Now I think its time I started over. I think Ill sail away from here. Im gonna make a great escape, Now watch me disappear. Yesterday is History.. All we ever have is Right Now. And all well ever need is here, Right Now (R. Star, M. Collins, M. Blair, M. Serletic); The Scientists Canvas (BMI)/Okagar Music Publishing/Sony/ATV//Fake And Jaded Music (BMI) adm. by The Royalty Network, Inc./Emad Music (BMI)// EMI Blackwood Music Inc. o/b/o itself and Mattski Songs (BMI)//Melusic, Inc. (ASCAP); Drums: Matt Chamberlain; Bass: Jack Daley; Guitar: Phil X, Tim Pierce; Keyboards: Matt Serletic; Programming: Matt Serletic, Rhys Fulber;

Cheerleaders: Alex Arias, Theo Blaser, Ryan Coyne, Kellie Enret, Heather Gibson, Ryan Kulchinsky, Craig Mills, Kelly Mills, Anthony Pettibone, Kasie Sage, Ashleigh Schimmel, Jordan Venetis, Melissa Zuckerman, Rebecca Zuckerman

LAST TRAIN HOME

You havent changed Stand in the light I need to see you Uncover my eyes

The tears coming down Making lines on your face One for each year now That youve been away We were only kids we ran like water Your dad said stay away from my daughter. The sun was coming down when I said cant you just believe? And if you wait for me, Ill be the light in the dark if you lose your way And if you wait for me, Ill be your voice when you dont know what to say. Ill be your shelter Ill be your fate, Ill be forever, wait for me. Ill be the last train, Ill be the last train home We were a storm It blew us away I wouldnt leave you But you couldnt stay We were only kids we ran like water Your dad said stay away from my daughter The sun was coming down when I said cant you just believe? And if you wait for me

RIGHT NOW

Im putting all my things in boxes,

We were only kids we ran like water I told your dad I love your daughter The sun was coming down when I said just believe And if you wait for me Hold onto love and wait for me Ill be the last train, Ill be your last train home (R. Star, M. Collins, M. Serletic); The Scientists Canvas (BMI)/Okagar Music Publishing/Sony/ATV//Fake And Jaded Music (BMI) adm. by The Royalty Network, Inc./ Emad Music (BMI)/Melusic, Inc. (ASCAP); Drums: Matt Chamberlain: Bass: Jack Daley; Guitar: Rusty Anderson, Phil X, R. Star; Keyboards: Matt Serletic, Patrick Warren; Programming: Matt Serletic, Rhys Fulber

down Youre gonna be fine, dont hold it inside And if you hurt right now Then let it all come out Breathe (R. Star, M. Collins); The Scientists Canvas (BMI)/Okagar Music Publishing/Sony/ ATV//Fake And Jaded Music (BMI) adm. by The Royalty Network, Inc./Emad Music (BMI); Drums: Josh Freese; Bass: Paul Bushnell; Guitar: Phil X; Keyboards & Programming: Howard Benson

Now that we are close to death And close to finding truth We might fall (R. Star); The Scientists Canvas (BMI)/ Okagar Music Publishing/Sony/ATV Drums: Matt Chamberlain; Bass: Paul Bushnell; Guitar: Rusty Anderson; Keyboards: Matt Serletic; Programming: Matt Serletic, Rhys Fulber

THIS COULD BE THE YEAR

WE MIGHT FALL

BREATHE

Shes fine, most of the time She takes her days with a smile She moves like, a dancer in lights Spinning around to the sound But sometimes she falls down Breathe, just breathe, Take the world off your shoulders and put it on me Breathe, just breathe, Let the life that you live be all you need She likes New York at night She dreams of running away Shine on, bright like the sun When even the sky turns grey I need you to hear me say I need you to hear me say Breathe Let go of the fear, let go of the doubt, Let go of the ones who try to bring you

For Hallie, We should go to sleep now You should stay the night Ill be up to watch the world Around us live and die Lying on the grass now Dancing for the stars Maybe one will look on down And tell us who we are We might fall We should join the circus You could sell your hair I could learn to walk the line Or learn to train the bears Tell me are you crazy And did you mind the cold Tell me are you comfortable If comfortable at all We might fall Now that we are older I remember you Reaching out to show me all the things that I must do Now that we are older I remember youth

This could be the year This could be the moment Youve been waiting your whole life To show the world the cards youre holding - now Its one life One dream One spark Its one chance One move One shot Its on you Be cool Believe This could be the year Its one life One wish One fire Its one choice One voice Sing it higher This could be the year This could be the moment Youve been waiting your whole life To show the world that you are ready

Hold your head up high And touch the sky Cause you know this is everything, everything So take your shot its all you got to be This could be the year This could be the moment This could be the year (R. Star, M. Collins); The Scientists Canvas (BMI)/Okagar Music Publishing/Sony/ ATV//Fake And Jaded Music (BMI) adm. by The Royalty Network, Inc./Emad Music (BMI); Drums: Matt Chamberlain; Bass: Paul Bushnell; Guitar: Rusty Anderson, Phil X, R. Star; Keyboards: Matt Serletic, Patrick Warren; Programming: Rhys Fulber

For every dream that you lost I will unbreak you We can make it all right You and me here tonight I will I will unbreak you For every dream that you lost Every tear that it cost I will, I will unbreak you I will undo the hurt Til it feels like Im the first I will unbreak you (R. Star, L. Robbins, K. Kadish); The Scientists Canvas (BMI)/Okagar Music Publishing/Sony/ATV//WB Music Corp./ Song Tower and Slowguy Songs (ASCAP). Adm. by WB Music Corp.; Drums: Kenny Aronoff; Bass: Jack Daley; Guitar: Phil X; Keyboards & Programming: Matt Serletic

So Wake up Wake up Dreaming And lie here with me. Here we go (R. Star, M. Collins, Ido Z, Hallie); The Scientists Canvas (BMI)/Okagar Music Publishing/Sony/ATV//Fake And Jaded Music (BMI) adm. by The Royalty Network, Inc./Emad Music (BMI)//Zmishlany Music (BMI)//Stand In Stuntman (BMI); Drums: Frank Zummo; Bass: Paul Bushnell; Guitar: Phil X; Keyboards & Programming: Kim Bullard; Additional Keyboards & Programming: Howard Benson Background Vocals : Dallin Applebaum

UNBREAK

I wanna know your skin Every mark every inch I wanna heal your pain Dont be scared, let me in Lay yourself down I will comfort you, I will comfort you Until the stars fall around us For every dream that you lost Every tear that it cost I will, I will unbreak you All the pain that you feel Let this moment be real I will I will unbreak you I will undo the hurt Til it feels like Im the first I will unbreak you I wish I knew you when Eyes were wide and innocent If I could cut through time Id hold you close, and youd be mine Stay where you are I will come for you, I will comfort you Until the stars fall around us

LOSING YOUR MEMORY

START A FIRE

I remember when you said your fathers asleep I remember swimming as our clothes drifted off to sea So Wake up Wake up Dreaming And lie here with me Here we go Just lose control and let your body give in To the beat of my heart As my hand touched your skin Is this love? Or sexual desire? WERE GONNA START A FIRE I remember drinking as the stars were falling I remember dancing on the hotels unmade bed

Call all your friends And tell them Im never coming back Cause this is the end Pretend that you want it dont react The damage is done The police are coming Too slow now And I would have lied I would have loved you All my life Youre losing your memory now Where have you gone? The beach is so cold in winter here Where have I gone? I wake in Montauk with you near Remember the day Cause this is what dreams should always be I just want to stay I just want to keep this Dream in me

Youre losing your memory now Wake up its time Little girl, wake up All the best of what weve done is yet to come Wake up its time Little girl wake up Just remember who I am in the morning Youre losing your memory now (R. Star); The Scientists Canvas (BMI)/ Okagar Music Publishing/Sony/ATV Piano: R. Star; Keyboards: Matt Serletic, Patrick Warren; Programming: Matt Serletic

To give it away. She pulls her hair back from her face, Shes looking at me as we fly away. Away Please dont leave This could be the best time of our lives tonight, Be the best time of our lives tonight. Once upon a time, 11:59 (R. Star, M. Collins); The Scientists Canvas (BMI)/Okagar Music Publishing/Sony/ ATV//Fake And Jaded Music (BMI) adm. by The Royalty Network, Inc./Emad Music (BMI); Drums: Abe Laboriel, Jr. & Matt Chamberlain; Bass: Jack Daley; Guitar: Rusty Anderson, Phil X, R. Star; Keyboards: Matt Serletic, Patrick Warren; Programming: Rhys Fulber, Matt Serletic All lyrics printed by permission. All rights reserved. Produced by Matt Serletic Recorded by Mark Dobson at Emblem Studios, Calabasas, CA Assisted by Max Waker, Alex Arias, Pat Woodward and Mike Leisz Digital Editing by Pat Woodward, Mark Dobson, Max Waker and Paul Decarli Additional recording at Resonate Music, Burbank, CA Assisted by Jordan Stilwell Mixed by Chris Lord-Alge at Resonate Music, Burbank, CA Assisted by Keith Armstrong and Nik Karpen Except Breathe and Start A Fire Produced by Howard Benson Recorded by Mike Plotnikoff at Bay 7

Studios, Valley Village & Sparky Dark Studio, Calabasas, CA Additional Engineering by Hatsukazu Inagaki Start A Fire Mixed by Tom Lord-Alge at South Beach Studios, Miami, FL Assisted by Femio Hernandez Additional production on Brand New Day by Danny Sternbaum Additional production on Start A Fire by Ido Zmishlany Mastered by Bob Ludwig at Gateway Mastering, Portland, ME Contractor: Shari Sutcliffe Production Coordinator: Dean Serletic Business Affairs: Megan Joyce A&R: Leslie Liberated Dweck A&R Administration: Anne DeClemente Marketing: Eric Wong + Tony Corey Photography: Andrew Zaeh Art Management & Production: Rob Gold Art Direction & Design: Rachelle Dupr Packaging Production: Brian Ranney Management: Eric Wong

11:59

Once upon a time, 11:59 In a car, on a street, in a town Solitary eyes, Were staring back at mine, We couldnt seem to make a sound. Please, dont leave This could be the best time of our lives tonight. You and me, Dont let the moment pass by, Put the windows down and drive away. The beat that my heart skipped, Was stolen by your lips, But I could never call this a crime. Its you Ive waited for, Like waves upon a shore. When youre crashing into me, Youre the only one I need. Please dont leave She wears a locket with her name. Shes waiting for the right one,

R YA N S T A R I S
HEART =
Hallie- you are my soul connecter, my inspiration and my museMom- you taught me what it means to have a voice in the world and how to use it, Dad- you have always believed in me as your rockstar, Lauren- I love being your little brother, you make me cool and you are my heart, Justin- soul brother through this life and beyond, to know you is to have a life worth living, Kristen- you teach me how to have that fire inside never go out, you will always be my kid sister, Grandma, Grandpa, Nanny, Poppy, The Kahn Family- mom, dad and Jay thanks for all the love and inspiration, Darren the original tastemaker and The Simon Family, The Pappalardo Family-Marcel- thanks for never missing a show, The Hyland Family- Pam and Dave thanks for leading the way for us kids and The Brookman Family. My Eric- Long live The Emperor Wong, Our story is one for legends and that is how we live. We Will Win, Tony- 24/7 you always got my back without you Im still at the starting line, Leslie Liberated Dweck- you truly found me. From that night outside Rockwood to the stars this is quite the journey and I am so glad we are on it together. Ken- the professional airport race cart driver. I was told from the beginning that everyone needs a Lane. I am truly blessed because you are mine, from Boise to 34th St. we r goin all the way- feel it POP

FORCE =

My Atlantic family. You will not find an artist more proud of being a part of this. In this crazy fast new world you have slowed down and done what so many others are afraid to do. All love- Lyor Cohen, Julie Greenwald, Craig Kallman, Livia Tortella, Kevin Weaver, Sharon Masters, Michael Kyser, John Janick, Christina Kotsamanidis- its gonna get fun, watch out!, Marisa Bianco, Sheila Richman, Cara Donatto, David Saslow- so proud of our work, cant wait for whats next, Jason Pleskow, Camille Hackney and Jonathan Feldman- who is better in a boardroom baby?, Jonathan Rheingold, Andrew Pitagorsky, Trisha Sauer, Pete Ganbarg, Torsten Luth, Rob Gold, Greg Burke, Rachelle Dupere, Andrew Longboard Zaeh, Anika King, Chris Woehrle, Cathy Donovan, Julyann Moon and the stars, Cathy Symeonidis, Amanda Alfieri, Tom Capodanno, Mathew Pileggi, Jack McMorrow, Adam Abramson, Matt Engelman, Rich Wagner, John Crawford, Phil Botti, Shamikah Martinez, Michael Kushner, All you radio peeps, thanks for getting me out of the van and into real hotel rooms but mostly thank you for never stopping and always believing in me and getting my F**kn songs on the radio!! RRP 4 life - Mike Easterlin, John Boulos, Thom Skarzynski, Renee Duncan, Beth Simione, Darrin Schnur, Laura Bender, Nadia Canales, Mark Chotiner, Phil Kaso, Ric Austin, Elana Teune, Jamie Willis, Jeremy Kutner, Ryan Brady, Brian Dackowski, Amy Stein, Paul Sinclair, Geraldine Chung, Tara Carroll, Danielle Geiger, Megan Joyce, Scott Brothman, Chris Goyette, Carolyn Tracey, Nancy Rogers, Brian Ranney, Ilene Budin, Maggie Porter, Craig Rosen, Margo Scott, Astrid Narins, Gina Tucci, Kristy Gibson, Joi Pitts, Ashley Kalmanowitz, Kali Giaritta and all the college reps, all the field + artist development reps, and everyone at WEA Distribution. Claire Parr and Bobbi Hach- thanks for the passion and great wine, Greg Lawly, Samantha Cox and everyone at BMI. Danny Strick and the entire Sony/ATV team, Ataka Narumi, Diane Burk, John Campanelli, Lauren Haber, Marni Condro, Martin Bandier, Renee Anderson, Ron Broitman, Wendy Crowley, Andrea Canter, Mary Beth Roberts, Mitch Morgan, Robert Kaplan. David Klein + Carole Kinzel + Alex Becket and the entire CAA team, Nathan Richman + Murray Richman, Michael Guido + Renee Karalian, Mark Burnett + Clyde Lieberman.

MUSIC =

Max Collins- duder, there is no better writer, rocker, boogie boarder out there, Matt Serletic- thank you for reaching to find a unique sound for this album and for teaching me so much as we have created the album I have always dreamed of making, Dean Serletic, Mark Dobson, Max Waker, Alex Arias, Pat Woodward, Mike Leisz + everyone at Emblem Studios, Howard Benson- thank you for understanding who I really am, Mike Plotnikoff, Hatch Inagaki and everyone at Bay 7, Jordan Stilwell, Chris Lord-Alge, Keith Armstrong, Nik Karpen, Bob Ludwig- my tracks were so hot the fire dept had to show up, Shari Sutliffe, and everyone at Resonate Music- Studio boys Matt Chamberlain, Jack Daley, Tim Pierce, Phil X, Rhys Fulber, Rusty Anderson, Patrick Warren, Paul Bushnell, Kenny Aronoff and Frank Zummo- thank you for giving it your all.The greatest live band a boy could wish for- rockstars- Dan Tirer, Dallin Applebaum- the pillars of rock, Artie C.P.A Flieschman- you are born to tour, Eli date my sister Logethetis, Kris Mazzarisi, Raine and Chantal, Richard Patrick, Lindy Robbins, Kevin Kadish, The Pharmancy.

P OSSE =

My brothers in Stage, Peter, Justin and Greg- We are one. Stage will live forever Randy Scott Slavin, Lyle Kamesaki, Jason and Sheri Kirschner, Stoney- we are a force of love in this world and beyond, Gregg, Mina and Mia Wattenberg- GW- I love rockin with you, thank you for always being there for me as a mentor and a friend, Andrew Bergman and family, My secret weapons- Trey Pitts, Michelle Dutchen, Danielle Kleiman, Serena Road Dog Lingo- it is hard to say where I would be without you all- So much Love , Zsolt SarvaryBene, Danny Richards- keeping my voice and my mind in shape and for being there when I call, Danny Sternbaum, Vanessa and Tivona Biegen, Rabbi Buechlar, Victoria and Gus Collins, Ido and Allie, Tanja, Stefan and Lola, Tommy Nappi, Harlan Friedman, Gary Cee, Thom Behrman, Eddie Applebaum, Andy The Real Deal Levison and the whole Levison crew, Tom Lee and Ann Tennenbaum, The Lane Family, West Coast Family- The Sobols, The Fines, The Parisers, The Howards- thanks for giving me a place to sleep while I wrote this album, The Loenings, Towles and Kellison Family, Bo and Christine Baylevsky- ahh, Maui, Luca Blandi, Barrett Wertz- thanks for the cool juice, Heart and Martha, Ross Petersen, Neil Perry, Brian Scheuble, Gwynne Puentavela, Carmen Lui, Tina and Ray-The Big Bear, The Cook Family, Steven and Maureen Van Zandt, Robyn Kures- how to impress a girl through music, Kristen Pate- thanks for letting us crash with you and sassy, Ladonna Williams, Christina Lupinacci, Aunty Barb Dweck- thanks for your pad for the Breathe video, and Leah Dweck, Ilona De Jongh, Cherie Zucker-aah, the lake house, The Calabassas, NYU and Hofstra Cheerleaders, Wheres my shirt YACKO, VOID, Ryan Jones and Alternative Addiction, Tony Scooch Ball Fry, Nini Yusof- love all the way around the world, Damien and Derek Hoffmanstarting it up is the hardest thing to do- thank you for you for the blood, sweat & tears- The Stone Crow Records Team, Roland Campos, Michelle Young, Nikki Loranger, Trish Evangelista, Kenny Meiselas, Joe Brauner, Andy Karp, Monika Tashman, The Bair Family, Allan and Adele Poval, Shana, Britainy, Eloise and Moscow- you my dogs, Montauk and NYC- your spirit is in me, Mark at Avalon Chrystie. I am wonderful. David Cook and the DC band and family, Rob Thomas, Matt Beck, The Script, Green River Ordinance, Collective Soul, Eve 6, The Exies, O.A.R., John Ondrasik, Alexa Wilding, Crash Kings, Plain White Ts, Alex Suarez, Wynter Gordon, The Rocket Summer, Corrine Bailey Rae, Our Lady Peace, Lion of Ido, Gambit, Safety Suit, Kwaku and Analogue Transit, Straight No Chaser, Wes Hutchinson, Sugar Red Drive, Thriving Ivory, VV Brown, Jimmy Gnecco and OURS, Julianna Hatfield, Asi and Running Still, Emanual and the Fear, Alex Band, Matt White, Street Drum Corps, Electric Touch, Dave Navarro, The Rockstar Gang, The Backstreet Boys, Bon Jovi, Opie and Anthony, Ed Kowalcyk, Dave Walsh, Richard Patrick, Johnny Reznik, Pearl Jam, Brand New, The National, Leonard Cohen, Felicia Rangel and Deepak Chopra- no one does a cameo quite like you, Elizabeth Berkely, Jerry Seinfeld, Larry David, Natalie Portman, Jonathon Lia- thanks for the powerful vid, Tim Burton, Michel Gondry, Aldous Huxley and Ayn Rand. Neil Lawi and everyone at the WWE- thanks for believing and letting me bring the ROCK! Kevin Wilson + Claude Mitchell and everyone at ESPN- this WILL be the year, Ward Hake and everyone at FOX, Eve Chiang and everyone at The Marriott, Aslihan Danisman and everyone at Starwood, Jason Vance and The Mondrian Hotel in Los Angeles, Alex and Kristina at Billboard, Burton Snowboards, Gibson Guitars, Fender Guitars, PRS Guitars, Martin Guitars, Matchless Amplifiers, Bogner Amplifiers, Yamaha, Linda at Calzone Cases, Paul Allen and Sweetwater, Cornet Music in Smithtown- thx for my first instruments, Guitar Center, Discmakers, K SWISS, Everyone at radio and video for playing my music for the world, VH-1, Fuse, the team at Facebook, Myspace, and Twitter, Miggy Santos- you are a true believer, Glenn Gamboa, Claudine and everyone at Newsday Strong Island, Cathy Black and everyone at CBS Saturday, Videe This!, Nick Veneziale + Tara Sherman and everyone at NBC LX, Jenny Wilburn + Andrea Amiel at CNN, Geoff Bywater + Ward Hake and everyone at Fox, Lauren Meola and the team at HBO, Pei-Sze Cheng + Sharon Raifer and and everyone at Weekend Today. Ron Price - thank you for starting it all by taking a chance. The big kids and the little kids at PS 290- bless great teachers everywhere, Dr. Schnitman and Scott Kessler, John Varvatos, Sal and Rosarios Pissa, everyone at Soho Equinox, Kristen Farrell, Mayfair Jewelers, Jackie Bacani and Ihawan, Mottsu, Kelly and Ping, Mercury Lounge, Arlenes Grocery, Joes Pub, NYC, LES Power couple Ken and Joyce Rockwood, Tommy Merrill and everyone at Rockwood Music Hall- my blood is in those bricks. From Forest Park to Chrystie Street thank you to all of my friends along the way who made this their dream as well. You all know who you are so please insert your name here (or hunt me down and I will write it for you!) To My Fans, my friends - I was told that as an artist your audience usually represents who you are as a person. I hope it is true that we might reflect each other because you are all so beautiful. I would describe you as PASSIONATE. I feel your presence in my life everyday. Many of you I have actually met and have had meaningful and inspiring conversations with and knowing you makes this life I live that much more beautiful. I am truly blessed and have the deepest gratitude for what you give me. Thank you forever. xoxo 11:59 A moment of greatness. A moment where you are exactly who and where you want to be. What is your 11:59?

LOV E

MUSIC

G-D

IN LOVING MEMORY OF STU SOBOL

Your belief in me was the kind that usually only a son can feel from his father. It was a blessing to work with you and an honor to be embraced like family. I will always treasure our time together and never forget the things you did and are still doing for me. Stu, youre perfect now just smile

2 01 0 AT L ANT I C RE CO RD IN G CO RPORATION FOR THE UNITED STATES AND W E A I N T E R N AT I O N A L I N C . F O R T H E W O R L D O U T S I D E O F T H E U N I T E D S TAT E S . A L L R I G H T S R E S E R V E D . 5 1 7 8 1 5 - 2