1.

P U T YO U R A R M S A R O U N D M E I know that it’s all mine / Wish that you could but you ain’t
Written by Natasha Bedingfield, Steve Kipner, Andrew Frampton and Wayne gonna own me / Do anything you want you can’t slow me
Wilkins / Produced by Natasha Bedingfield, Steve Kipner, Andrew Frampton down / Take me away - a secret place / A sweet escape - take
and Wayne Wilkins / Keyboard / Drum Programming: Wayne Wilkins / Guitar: me away / Take me away - to better days / Take me away - a
Nick Lashley / Background Vocals: Natasha Bedingfield, Steve Kipner, hiding place / I got a pocket - got a pocketful of sunshine / I got
Andrew Frampton and Wayne Wilkins / Mixed by Manny Marroquin at a love and I know that it’s all mine / Do what you want but
Larrabee Studios, Los Angeles, CA / Assisted by Jared Robbins / © 2007 EMI you’re never gonna break me / Sticks and stones are never
April Music Inc. (ASCAP) obo itself, Stephen A. Kipner Music, In-Genius Songs
Ltd. / EMI Blackwood Music Inc. (BMI) obo EMI Music Pub. Ltd.
gonna shake me / I got a pocket - got a pocketful of sunshine
/ I got a love and I know that it’s all mine / Wish that you could
That original feeling never went away / That’s why I’m standin’ but you ain’t gonna own me / Do anything you can to control
here today / So many ups and downs but nothing’s changed / me - no, you can’t control me / There’s a place that I go - that
That’s why I know I’m here to stay / So put your arms around me nobody knows / Where the rivers flow - and I call it home / And
and then stay there forever / Let it always be this way you and there’s no more lies - and the darkness is light / And nobody
cries - there’s only butterflies / The sun is on my side / And it
me together / So put your arms around me and I’ll never let go /
takes me for a ride / I smile up to the sky / I know I’ll be alright
I know they’re easy words to say but I mean it more than ever /
Yours is the kind of love / Makes nothin’ else feel good enough /
And I’m never gonna give you up, oh no, oh no / That original feel- 3. H A P P Y
Written by Toby Gad, Meleni Smith and Natasha Bedingfield / Produced by
ing never went away / That’s why I’m standin’ here today / Ain’t Toby Gad / Background Vocals by Natasha Bedingfield, Meleni Smith /
nobody gonna take your place / Only you make me feel this way Arrangement, All Instruments and Programming by Toby Gad / Vocals
/ So many ups and downs but nothing’s changed / That’s why I Recorded at the Miramar in Santa Monica, CA / Mixed by Toby Gad at
know I’m here to stay / Ain’t nobody gonna replace / Only you Strawberrybee Studios, New York, NY /© 2007 Sony ATV (ASCAP) / Cherry Lane
make me feel this safe / I can’t explain what’s the glue that holds Music / EMI
us in / I can’t refrain, if I had the chance I’d do it over again / So
put your arms around me Landlord's knocking at my door - cussin’ me out / Got laid off my
job the night before - can't figure how / I'm gonna fix tomorrow
when - yesterday's still a mess / Can you tell me what's the point,
2. P O C K E T F U L O F S U N S H I N E man - it all seems meaningless / Wish that I could step away and
Written by Natasha Bedingfield, Danielle Brisebois and John M. Shanks / breathe / this world's tryin’ to swallow me / Clear away the
Produced by John Shanks / Recorded by Jeff Rothschild / Mixed by Manny
Marroquin at Larrabee Studios, Los Angeles, CA / Recorded at Starstruck,
clouds inside my head / Someone just tell me / That it's okay now
Nashville, TN and Henson Recording Studios, Hollywood, CA / Assistant - What are you worryin’ about? / Got my dreams, got my life, got
Engineers: Aaron Kasdorf and Jared Robbins / ProTools Editing by Lars Fox / my love / Got my friends, got the sunshine above / why'm I
Guitars, Bass and Keyboards by John Shanks / Drums and Programming by makin’ this hard on myself / when there's so many beautiful rea-
Jeff Rothschild / Guitar by Wendy Melvoin / Keyboards by Charlie Judge / sons I have to be happy / People lie, people hide, people cry /
Contractor: Shari Sutcliffe / Background Vocals by Natasha Bedingfield, People fight - and they don't know why / If fear is all that we
John Shanks and Danielle Brisebois / © 2007 EMI Blackwood Music (BMI) obo should fear, then what are we so afraid of? / Cuz fear is only in our
itself, Gator Baby Music and EMI Music Pub. Ltd. heads / Any day I go mad thinkin’ that / everyone is against me
- and the world wants to fight me / Preparing to battle an enemy
I got a pocket - got a pocketful of sunshine / I got a love and I unseen / During my stressin’ I am blinded to the lessons / that
know that it’s all mine / Do what you want but you’re never could be a blessin’ if I'd be confessin’ / that the enemy I'm trying
gonna break me / Sticks and stones are never gonna shake me to beat is hiding in me / Keep your grind on girl / It's your life - it's
/ I got a pocket - got a pocketful of sunshine / I got a love and your world
4. LOV E L I K E T H I S featuring Sean Kingston Productions at Soapbox Studios, Atlanta, GA / Assisted by Josh Houghkirk / ©
2007 EMI / Jonathan Rotem Music/Sony ATV Music Publishing, LLC (BMI) / EMI
Written by The Runaways, Louis Biancaniello, Rico Love, Ryan Tedder, Sam
Blackwood Music Inc. (BMI) on behalf of Itself and Gator Baby Music
Watters, Wayne Wilkins, Natasha Bedingfield and Kisean Anderson /
Produced by The Runaways, Wayne Wilkins, Sam Watters, Ryan “Alias”
Tedder and Louis Biancaniello / Recorded and Mixed by The Runaways at I know you’re trying to make me happy / I know you’re doing it
Henson Recording Studios, Hollywood, CA and Record Plant Recording your way way / And I don’t always make it easy / To know the
Studios, Hollywood, CA / Assisted by Keith Gretlein, Matt Serrecchio and perfect words to say say / If you wanna give me what I want /
Nate Hertweck / Additional Background Vocals by RaVaughn Brown / Sean Listen / Cuz I’m gonna tell you what I need / So bad / If you
Kingston’s Vocals Engineered by Greg Ogan at Chalice Studios, Los
Angeles, CA / © 2007 S.M.Y. Publishing /SONY ATV (ASCAP) / EMI April Music,
wanna give me what I crave / Hold me / So I can feel your love /
Inc. (ASCAP) / UR-IV Music (ASCAP) / Write 2 Live (ASCAP), administered When the craziness begins to get to me / Just need a hand to
worldwide by Kobalt Music Publishing America, Inc. (ASCAP) / Breakthrough hold just be that somebody / It’s your tenderness that’s gonna
Creations/EMI April Music (ASCAP) / Wayne Wilkins Music (BMI) / Eyes Above make it right / I want a piece of your heart not a piece of your
Water (ASCAP) / BHEIGHTSMUSIC (ASCAP) mind / You’re always trying to solve the puzzle / You always
wanna fix what’s broke / You keep searching through the rubble
Boy we go back so far / Swinging in your backyard / All the things / And never want to let it go / Sometimes it feels like I’m raining on
that we used to do / We were cool back in high school / Ooh I the inside / And all things that I’m trying I don’t get it right / And
really liked you / Must’ve been your attitude / And that’s why you sometimes yeah I fall but I get up / It takes a while but I get there
keep on runnin’ in and out of my mind / As the years they all roll in my own time / Love is a very wide open door / You can go
by / Baby now I know why / I keep comin’ back to you / You’re the through every time you want more / Why do I feel like the glass is
only one that knows me / Love it when you hold me / I’ll never find half full? / When I’ve got enough of it to fill a swimming pool
a love like this / Now we’ll never be lonely / Look at whatcha
showed me / I’ll never find a love like this / When this life tries to
keep us apart / You keep callin’ me back to your heart / I’m so
6. S O U L M AT E
Written by Natasha Bedingfield, David Tench and Mads Hauge / Produced
glad you found me / Wrap your world around me / You’ll never by Patrick Leonard and Natasha Bedingfield / Original Vocal Production by
find a love like this / Other guys tried to take me / You’re the one David Tench and Mads Hauge / Strings Arranged and Cello by Vanessa
who saved me / I feel like I owe you my life / And as strange as it Freebirn / Violins: Carla Campell, Neel Hammond / Viola: Hanoh / Guitars:
may seem / I’ll go if you take me / I’m willing to sacrifice / That’s Mads Hauge / Recorded at Henson Studios, Los Angeles, CA by Brian
why you keep on runnin’ in and out of my mind / As the years they Scheuble / Mixed by Manny Marroquin at Larrabee North Studios, Los
Angeles, CA / Assisted by Jared Robbins / © 2007 EMI Blackwood Music Inc.
all roll by / It’s not hard to know why / I keep comin’ back to you / (BMI) obo EMI Music Pub. Ltd.
Me neva find a la la love like this / That still make me think about
my middle school kiss / I sit here in this chair and I wish / For you Incompatible, it don't matter though / Cuz someone's bound to
not to leave me now / My friends they always told me / Not to hear my cry / Speak out if you do / You're not easy to find / Is it
make you my wifey / Man they was puttin’ you down / And now possible Mr. Loveable / Is already in my life? / Right in front of me
they see we rollin’/ Me and you we strollin’/ They don’t wanna / Or maybe you're in disguise / Who doesn’t long for someone
come around to hold / Who knows how to love you without being told /
Somebody tell me why I’m on my own / If there’s a soulmate for
5. P I E C E O F YO U R H E A R T everyone / Here we are again, circles never end / How do I find
Written by Natasha Bedingfield, Jonathan Rotem, Danielle Brisebois / the perfect fit / There’s enough for everyone / But I’m still waiting
Produced by J.R. Rotem for Beluga Heights / All Instruments Performed and
Arranged by J.R. Rotem for Beluga Heights / Recorded by Greg Ogan at
in line / Most relationships seem so transitory / They’re all good
Chalice Recording Studios, Los Angeles, CA / Mixed by Phil Tan for RiotProof but not the permanent one
7. S AY I T AGA I N
Written by Natasha Bedingfield, A. Levine and Mike Elizondo / Produced
by Mike Elizondo / Engineered by Adam Hawkins / Bass, Guitars,
Keyboards, Programming: Mike Elizondo / DW Drums and Meinl
Cymbals: Trevor Lawrence exclusively / Recorded at Phantom Studios,
Westlake Village, CA / Mixed by Spike Stent at the Mix Suite, Olympic
Studios / Assisted by Alex Dromgoole / © 2007 EMI Blackwood Music Inc.
(BMI) obo EMI Music Pub. Ltd.

No need to translate / Cuz my eyes give me away / Even

though my lips don't say / Should be so easy / But my head
gets in the way / All the things that I want to tell you / You’re
the most perfect yet / Most definitely that I’ve met / And I
wonder if you know that’s how I feel about you / I hope you
know / Cuz I have so much love for you / Do with it what you
will / And I have nothing more to prove / Say to me what you
will / Say, say it again / Not enough lovers in life to go around
/ But there’s you and there’s me / If we don’t shut it out / It’s
not hard to let go / Enough to let me in / If it’s meant to be /
It can only be good / You’re the most perfect fit / Most defi-
nitely that I’ve met / And I hope that you feel the same way
too / About me.. just let me know / Can you take it from me? /
If I give, can you receive? / I’m reaching out / Giving every-
thing / I give you my heart, I give you my soul / I give you it all

8. A N G E L
Written by Rodney Jerkins, Rico Love, Lashawn Daniels, Crystal “Crystyle”
Johnson / Produced by Rodney "Darkchild" Jerkins for Darkchild.com /
Background Vocals by Natasha Bedingfield and Rico Love / All Music by
Rodney "Darkchild" Jerkins and Dernst "D.Mile" Emile / Vocal Production by
Rodney “Darkchild” Jerkins / Recorded by Roberto “Tito” Vazquez and
Mike “Handz” Donaldson at 2nd Floor Studios, Atlantic City, NJ / Mixed by
Manny Marroquin and Rodney Jerkins at Larrabee North Studios, Los
Angeles, CA / © 2007 Rodney Jerkins (BMI)/EMI Music Publishing / Rico
Love Is Still A Rapper/Foray Music, Inc. (SESAC) / Lashawn Daniels
(ASCAP)/EMI Music Publishing / CStyle INK Music (ASCAP)/Slide That
Music/EMI April Music Inc. (ASCAP)

A-N-G-E-L / A-N-G-E-L / Just like a shadow / I'll be beside you

/ I'll be your comfort / I’m there to guide you home / I will pro-
vide you / A place of shelter / I wanna be your stone / I'll act
as if you do / Tell me what you’re wanting me to do / I'll make
it great to be a man / With a woman who can stand / On every
promise given / Makin’ vows to please her man / If I could be your I used to care so much about what others think about / I almost
angel / Protect you from the pain / I'll keep you safe from danger didn't have a thought of my own / The slightest remark would
/ You'll never hurt again no more / I'll be your a-n-g-e-l / I’ll be make me embark on a journey of self doubt / But that was a
your angel / Just like the moon I'll step aside / And let your sun- while ago / This girl has got stronger - and if I knew then what I
shine while / I follow behind cuz baby what you got / You deserve know now / I would have told myself don't worry any longer it's
all the props you’re everything / I'm not I'm so glad you’re mine / okay / Because a face without freckles is like a sky without the
Tell me why are there so many good / Men in the world misunder- stars / Why waste a second not loving who you are / Those little
stood / He's a dog, he's no good / I wish somebody would / imperfections - make you beautiful - loveable - valuable / They
Disrespect my man / You gon have to come see me / I go hard show your personality - inside your heart / Reflecting who you
for my baby / He's all that I need / So if you gotta good one / Put are / I wondered if I could trade my body with somebody else in
your hands up / C'mon girl and stand up / Go ahead lift your magazines / Would the whole world fall at my feet / I felt unwor-
man up / Get up / If you gotta good one / Put your hands up / thy and would blame my failures on the ugliness I could see /
C'mon girl and stand up / Go ahead lift your man up / Get up
When the mirror looked at me / Sometimes I still feel - like that lit-
tle girl / Who doesn't belong in her own world / But I'm getting
9. B AC K YA R D better at reminding myself
Written and Produced by Natasha Bedingfield and Greg Kurstin / All
Instruments Played and Recorded by Greg Kurstin / Mixed by Manny
Marroquin at Larrabee North Studios, Los Angeles, CA / Assisted by Jared 11. W H O K N OW S
Robbins / © 2007 EMI April Music Inc. (ASCAP) obo itself & Kurstin Music / EMI Written by Natasha Bedingfield and Mike Elizondo / Produced by Mike
Blackwood Music Inc. (BMI) of EMI Music Pub. Ltd. Elizondo / Engineered by Adam Hawkins / Bass, Guitars, Keyboards,
Programming: Mike Elizondo / DW Drums and Meinl Cymbals: Trevor
It’s been too long / Don’t think I’ve seen you smile at me for quite Lawrence exclusively / Recorded at Phantom Studios, Westlake Village, CA
/ Mixed by Spike Stent at the Mix Suite, Olympic Studios / Assistant Engineer:
a while / And we’re too busy doing things / We haven’t noticed Alex Dromgoole / © 2007 EMI Blackwood Music Inc. (BMI) obo EMI Music
what’s missing / Where’s the fun we used to have? / My childish Pub. Ltd.
ways and your sarcasm / Silly jokes and fairy tales / Where did
we leave them? / Lost in the backyard / Your lasso, my tiara / My I’m in like with you / Not in love with you quite yet / My heart’s
wand, your plastic bazooka / Why can’t we be how we were / In
beginning to / Slightly overrule my head / Oh no, oh no / My self
the backyard / Your cowboy hat, my tutu / You hide and seek, I
catch you / Why can’t we be how we were in the backyard / In control / It won’t hold up for very long / Oh no, oh no / You touch
the backyard / Simple days of hand in hand / And drawing our my soul / I can’t help falling too fast for you / Can you hold on a
names in the sand / Somehow life just complicates / Our buried bit / Stop before we go / Cuz I might need a moment / And I
treasure it just waits / Lost in the backyard / You can still meet wouldn’t wanna spoil it / Who knows if I am ready or not / Only
me in the garden / You and I and hide behind the roses bed / time will tell / Who knows if we are ready to make this something
You and I / You and I / Lost in the backyard again / Who knows / Maybe this is love / But I haven’t fallen in quite yet

10. FRECKLES 12. P I R AT E B O N E S

Written by Natasha Bedingfield and Toby Gad / Produced by Toby Gad / Written and Produced by Natasha Bedingfield, Steve Kipner, Andrew
Background Vocals by Natasha Bedingfield / Arrangement, All Instruments Frampton and Wayne Wilkins / Keyboards/Programming: Wayne Wilkins,
and Programming by Toby Gad / Vocals Recorded at the Miramar in Santa Andrew Frampton / DW Drums and Meinl Cymbals: Trevor Lawrence exclu-
sively / Strings: Richard Altenbach, Leader, Contractor/Arranger for String
Monica, CA / Mixed by Toby Gad at Strawberrybee Studios, New York, NY/
Orchestra / Violin: Julie Gigante, Natalie Leggett, Mark Robertson / Viola:
© 2007 EMI / Cherry Lane Music Publishing Inc. Keith Greene / Cello: Sebastian Toettcher, Victor Lawrence / Bass: Michael
Valerio / Recorded at The Sweatbox, Los Angeles, CA and The Phono Room, burned up / With the negative heat / How can I stay mad with
London, UK / Strings Recorded at Entourage Studios, Los Angeles, CA / you? / When I’m so in love with you / I don’t know what we argue
Drums Recorded at: Sonora Recorders, Los Angeles, CA / Mixed by Manny about / When all we do is scream and shout / I still believe in our
Marroquin at Larrabee Studios, Los Angeles, CA / Assisted by Jared Robbins love right now / And it’s gonna work out somehow / You and me
/ © 2007 EMI April Music Inc. (ASCAP) obo itself, Stephen A. Kipner Music, In-
Genius Songs Ltd. / EMI Blackwood Music Inc. (BMI) obo EMI Music Pub. Ltd. we got common ground / I’m not giving up, no / Are you looking
for a way out? / Are you looking for an exit door? / It seems like
What if I squeezed myself into any shape / And I still don’t fit / all the fuss you’re making / Is a sign that you’re not quite sure /
What if I bend myself so much that I break / And I can’t mend it Well, I don’t recommend you do / Cuz what we got’s too good to
/ What if I burned so bright that the fire goes out / And I can’t lose / And I can tell you know that too / Or is it just aggravation /
stay lit / What’s the point in it / I could get good at crying croc- You’re picking on me / You’re rubbing salt in my wounds / Maybe
odile tears / Just to get along / I could carry on telling you what just a kind word now and then / Could turn it around and make
you want to hear / Till my voice is gone / But if I finally get to the us a happy end / But if this is it and the moment is gone / Well
place that I think is home / And I don’t belong / What’s the point then I guess I must have just got it wrong / As wise as it sounds it
in it / Where’s the benefit / When I’m gaining all but I’m losing it just doesn’t make sense / And as long as it takes I’m gonna keep
/ It’s not worth having / If it’s too much to hold / It can dig so on trying / Cuz I’m not giving up on us / I’m not giving up, no
deep / That you’re left with a hole / Thirsty in a desert with a bag
full of gold / Don’t wanna end up like pirate bones / What I
Mastered by Dave Kutch at The Mastering Palace, NYC
thought was precious just a pile of stones / I might have the Management: David Sonenberg and William Derella
treasure but I’d be lying alone / Just a pile of pirate bones / If I for DAS Communications, Ltd.
forfeit my soul it ain’t worth having / If it’s something I stole it ain’t Neale Easterby and Richard Ramsey for Empire Artist Management
worth having / What if I stake everything I am on a dream / And
it’s counterfeit / If I reach the end that justifies the means / A&R: Keith Naftaly
Could I live with it / And if it’s true that having too much of any
Design: Michelle Holme
good thing / Can only make me sick / What’s the point in it / Cover Photo: James White
Where’s the benefit / When I’m gaining all, but I’m losing it Packaging Photos: John Akehurst

13. N OT G I V I N ’ U P natashabedingfieldusa.com
Written by Natasha Bedingfield, Nate “Danja” Hills, Steve Kipner / Produced natashabedingfield.com
by Nate “Danja” Hills / Mixed by Marcella "Ms. Lago" Araica at Larrabee
Studios, Los Angeles, CA and Metropolis Studios, UK / Assisted by Katia Lewin
© 2007 SONY BMG MUSIC ENTERTAINMENT / “Epic” and E
and Matt Paul / Additional Vocal Engineering by Dan Frampton / Danja
Reg. U.S. Pat. and Tm. Off. Marca Registrada. G0100013199957
appears for DanjaHandz Productions / Keyboard: Danja / Drums: Danja /
Additional ProTools: Jason Pennock / © 2007 EMI April Music Inc. (ASCAP)
obo itself & Stephen A. Kipner Music / EMI Blackwood Music Inc. (BMI) obo
EMI Music Pub. Ltd.

Rubbing salt in my wounds / Like it don’t hurt, like it don’t hurt me

/ Your sweet bitter love songs / That seduce me with a sinister
beat / I’m bringing out the worst in you / Was never my intention
to / And that was just unfair to do / Salt in my wounds / Getting
Thank You
I’m grateful to so many people for getting behind this album and
treating it as if it were their own. I also want to thank those who have
given me so much in the friendship department. It is because of you
that I am able to learn and grow and even mess up sometimes and
still know that you think I’m OK. That means more to me than any-
thing. / I would absolutely not have been able to make this album or
be anything that remotely resembles sane without the people listed
below: Bedingfield fam – thanks for your never-ending support and
love. I love you all so much. Jonas & Karin (Kiki) Myrin, Niki, Josh, my
Matt Robinson – you’re wonderful, Laura Michelle Kelly, my incredible
Bekah and beau too, the Collins, the whole Wilson fam, Matt & Beth
Redman, Gina, Padre Leatherbarrows, the Skeates, Chandru & Elisha,
Lisa Laudat, Ricardo Rojas, there are a whole lot of other friends I’m
grateful for too who I ran out of space to list, but you know who you
are and thanks. Thank you to my fans who have let yourselves con-
nect with my music and given your continued support. / Thanks also
to (still) the best musos ever – Dave Tench, Luca Campaner, Dave
Glass my hero, Pete Martin, Trevor Lawrence. Pip Betteridge, Craig
Duffy, Lauren Evans, Sharlene Hector and Sharlene Linton. All past
and present loves and mates, thanks for giving me the ammunition
and inspiration. / Stevie Wonder, U2, The Beatles, Lauryn Hill, Björk,
Donny Hathaway, Damien Rice, Jeff Buckley, Radiohead, Oprah
Winfrey, Mother Teresa, I thank you for your inspiration. God, I thank
you for carrying me through and for giving me music and art to
express myself with and for a career that I enjoy. / Songwriters, pro-
ducers and mixers: Steve (Yoda) Kipner, Andrew (Mayo) Frampton,
Wayne Wilkins, Danielle Brisebois, Mike Elizondo, Greg Kurstin, Patrick
Leonard, Adam Levine, Nate Danja, Marcella Araica, Rodney Jerkins,
Toby Gad, JR Rotem, Sean Kingston, Rico Love, Ryan Tedder, Sam
Watters, Louis Biancaniello, John Shanks, Trevor Lawrence, David
Tench, Mads Hauge, Manny Marroquin, Mark Spike Stent, Dave Kutch. /
Phonogenic – Tops Henderson, Paul Lisberg, Steve & Andrew again. /
Thanks for believing I could do it. / To my EPIC family – Rob Stringer,
Charlie Walk, Keith Naftaly, Scott Greer, Lois Najarian, Lee Stimmel,
Adam Granite, Tara Melega, Doug McVehil, Samantha Benerofe,
Jacqueline Saturn, Tommy Nappi, Alex Levy, Jeff Bardin, Debi Lipetz,
Paddy Rascona, Brandon Creed, Julie Ann Marsibilio, Alexandra
Dunne and the rest of the team. Thanks for your passion and dedi-
cation. / To Sony/BMG UK – Ged Doherty, Craig Logan, Robbie
McIntosh, Dave Shack, Carina Grace. / DAS Communications –
David Sonenberg, William Derella, Georgina McAvenna / Empire
Artist Management – Neale Easterby, Richard Ramsey, Danielle, Amy /
Russell Roberts – Sheridans / CAA - David Zedeck and team / Sophie
Muller, Chris Milk, David Meyers, Chris Applebaum, Matthew Rolston,
Jake Nava, Gil Green / I support Global Angels which is doing so
much for kids around the world. To find out more about this amazing
charity, please go on the website Globalangels.org. Every penny
donated from the public goes directly to help a kid rather than for
marketing or wages.