B E L I E V E R S

N E V E R

D I E

1. DEAD ON ARRIVAL 2. GRAND THEFT AUTUMN / WHERE IS YOUR BOY 3. SATURDAY 4. SUGAR, WERE GOIN DOWN 5. DANCE, DANCE 6. A LITTLE LESS SIXTEEN CANDLES, A LITTLE MORE TOUCH ME 7. THIS AINT A SCENE, ITS AN ARMS RACE 8. THNKS FR TH MMRS 9. THE TAKE OVER, THE BREAKS OVER 10. IM LIKE A LAWYER WITH THE WAY IM ALWAYS TRYING TO GET YOU OFF (ME & YOU) 11. BEAT IT FEAT. JOHN MAYER 12. I DONT CARE 13. AMERICAS SUITEHEARTS 14. WHAT A CATCH, DONNIE 15. ALPHA DOG BONUS TRACKS : 16. FROM NOW ON WE ARE ENEMIES 17. YULE SHOOT YOUR EYE OUT 18. GROWING UP

ALPHA DOG Clap until your hands hurt / Standing ovations or boos / Watch us until we blur / Walk off into the sunset / Tell rock and roll Im alone again / I want to put the Midwest home again / Your time has passed they say never means never / Solar flare stares wont last but never means forever / Never means forever / Never means forever / Alpha dog and oh oh omegalomaniac / Alpha dog and oh oh mega mega low / Welcome to the new dj vu / I can almost see the wizard through the curtains / Alpha dog and oh oh omegalomaniac / We must have the best coats / Tell the best jokes / We must make it hard to look so easy doing something so hard / You must see my wink / They squint when they look at me / Im a star / Alpha dog and oh oh omegalomaniac / Alpha dog and oh oh mega mega low / Welcome to the new dj vu / I can almost see the wizard through the curtains / Alpha dog and oh oh omegalomaniac / Youre not the first or the last / But youre possibly the prettiest / Hes a fighter past his prime / Hes in the gutter waving his hand, / Im just fine, / Alpha dog and oh oh omegalomaniac / Alpha dog and oh oh mega mega low / Welcome to the new dj vu / I can almost see the wizard through the curtains / Alpha dog and oh oh omegalomaniac

FROM NOW ON WE ARE ENEMIES I just want to be better than your heads only medicine / A downward spiral just a pirouette / Getting worse til theres nothing left / What good comes of something when Im just the ghost of nothing? / Im just the man on the balcony singing: / Nobody will ever remember me, / Rejoice, rejoice and fall to your knees / (for a) / Lunatic of a god or a god of a lunatic? / Oh, their faces are dancing / Theyre dancing til / Til they cant stand it / A composer but never composed / Singing the symphonies of the overdosed / A composer but never composed / Singing: I only want what I cant have / Heralded as a king before I had a birthday / With double digits / Fit the crown to my head but I was only a kid / Im just the man on the balcony singing: / Nobody will ever remember me, / Rejoice, rejoice and fall to your knees / (for a) / Lunatic of a god or a god of a lunatic? / Oh, their faces are dancing / Theyre dancing til / Til they cant stand it / A composer but never composed / Singing the symphonies of the overdosed / A composer but never composed / Singing: I only want what I cant have / I just want to be better than your heads only medicine / Im just the man on the balcony singing: Nobody will ever remember me, / Rejoice, rejoice and fall to your knees / (for a) / Lunatic of a god or a god of a lunatic? / Oh, their faces are dancing / Theyre dancing til / Til they cant stand it / A composer but never composed / Singing the symphonies of the overdosed / A composer but never composed / Singing: I only want what I cant have

YULE SHOOT YOUR EYE OUT These are your good years / Dont take my advice / You never wanted the nice boys anyway / And Im of good cheer / Cause Ive been checking my list / The gifts youre receiving from me / Will be / One: awkward silence / And two: hopes you cry yourself to sleep / Staying up, waiting by the phone / And all I want this year is for you to dedicate your last breath to me / Before you bury yourself alive / Dont come home for Christmas / Youre the last thing I wanna see / Underneath the tree / Merry Christmas, I could care less / Happy New Years, baby / You owe me / The best gift I will ever ask for / Dont call me up, when the snow comes down / Its the only thing I want this year / One: awkward silence / And two: hopes you cry yourself to sleep / Staying up, waiting by the phone / And all I want this year is for you to dedicate your last breath to me / Before you bury yourself alive / Dont come home for Christmas / Youre the last thing I wanna see / Underneath the tree (Dont come home for Christmas) / Merry Christmas, I could care less / Dont come home for Christmas / Youre the last thing I wanna see / Underneath the tree (Dont come home for Christmas) / Merry Christmas, I could care less

ALL MUSIC AND LYRICS BY FALL OUT BOY

Sony/ATV Songs LLC/Chicago X Softcore Songs (BMI) Except BEAT IT Mijac Music (BMI) and I DONT CARE Sony/ATV Songs LLC/Chicago X Softcore Songs (BMI)/Great Honesty Music Inc./WB Music Corp. (BMI) Produced, Recorded and Mixed by Neal Avron Recorded at Ocean Studios, Burbank, CA, The Pass Studios, and The Casita, Hollywood, CA / Mixed at Paramount Recording Studios, Hollywood, CA / Mix assisted by Nicolas Fournier DEAD ON ARRIVAL, GRAND THEFT AUTUMN / WHERE IS YOUR BOY, and SATURDAY produced, engineered and mixed by Sean OKeefe / Pro Tools engineering by Greg Geary / Additional Pro Tools engineering by Mike Hari / Recorded by Fall Out Boy at Smart Studios, Madison, WI; Gravity Studios, Chicago, IL and Rosebud Studios, Skokie, IL / Mixed at Gravity Studios, Chicago, IL / Courtesy of Fueled by Ramen, Inc. SUGAR, WERE GOIN DOWN, DANCE, DANCE, A LITTLE LESS SIXTEEN CANDLES, A LITTLE MORE TOUCH ME mixed by Tom Lord-Alge at South Beach Studios, Miami, FL / Mix assisted by Femio Hernandez THNKS FR TH MMRS, IM LIKE A LAWYER WITH THE WAY IM ALWAYS TRYING TO GET YOU OFF (ME & YOU) produced by Kenny Babyface Edmonds / Recorded by Paul Boutin at Brandons Way Recording, Los Angeles, CA Mixed by Tom Lord-Alge at South Beach Studios, Miami, FL BEAT IT produced by Patrick Vaughn Stump / Recorded by Doug Boehm at Sunset Sound, Hollywood, CA / Assisted by Graham Hope / Mixed by Neal Avron at Paramount Recording Studios, Hollywood, CA / Mix assisted by Nicolas Fournier / Guitar solo by John Mayer / Engineered by Chad Franscoviak at The Village Studios, West Los Angeles, CA YULE SHOOT YOUR EYE OUT recorded by Sean OKeefe at Rosebud Studios, Skokie, IL GROWING UP recorded by Jared Logan. Drums: Jared Logan Mastered by Ted Jensen at Sterling Sound, NYC Mandolin on THNKS FR TH MMRS by Kenny Babyface Edmonds. Strings arranged by Rob Lewis for The Movement Orchestra. Recorded at Brandons Way Recording, Los Angeles, CA Guitar solo on THE TAKE OVER, THE BREAKS OVER by Ryan Ross and Chad Gilbert B3 Organ on IM LIKE A LAWYER WITH THE WAY IM ALWAYS TRYING TO GET YOU OFF (ME & YOU) by Kenny Babyface Edmonds Horns on I DONT CARE arranged by Darrell Leonard and Patrick Vaughn Stump Trumpet and Trombonium: Darrell Leonard Trombones: Ira Nepus and Ken Kugler Tenor and Bari Saxophone: Tom Peterson Additional vocals on WHAT A CATCH, DONNIE by Elvis Costello, Gabe Saporta of Cobra Starship, Travis McCoy of Gym Class Heroes, Brendon Urie of Panic At The Disco, Doug Neumann, Alex DeLeon of The Cab and William Beckett of The Academy Is John Mayer appears courtesy of Columbia Records Elvis Costello appears courtesy of Decca Records Alex DeLeon, Gabe Saporta, Travis McCoy, Brendan Urie, Doug Neumann and William Beckett appear courtesy of Decaydance/Fueled By Ramen

MANAGEMENT :

Bob McLynn, Jonathan Daniel and Douglas Neumann for Crush Management / Simon for CAA LEGAL : Mike McKoy TOUR MANAGEMENT : Henry Bordeaux, Dan Suh
TOURING CREW OVER THE YEARS : BOOKING : Andrew

Jonathan Dirty Miller, Kris Martinez, Mike Baehler, Dave Reyna, Esteban Caracciolo, Ethan Weber, John Conway, Doug Eder, Bucky, Kyle Chirnside, AJ Nosek, Keith Shubert, Sam Mitcham, Dave Rupsch, Brian Diaz, Jeffery Kadaver Thoreen, Matt Steinke, Josh Gaunt, Jimmy the Tech, Andres Stewart, Marcus Johnson, Zach Hall, Big Bob Fontenot, Charlie Mark, Jim Sevcik, Glenn Knoblauch, Ron Vickers, Justin Thompson, Beth Raebel, Adam Gable, Shawn Corrigan, David Ellison, David Norman, Katie Friesema, Tara Fritz, Mr. Snacks, Michael Alexander, Craig Beasley, Jordan Lovis, Andrew Jakus, Andy Worzella, Eric Humbert, Steve Cowboy Hood. David Massey A&R COORDINATION : Evan Lipschutz MARKETING : Garrett Schaefer A&R FOR FUELED BY RAMEN RECORDS : John Janick A&R ADMINISTRATION : Tara Bryan COVER ART DIRECTION : Jensen Karp COVER ART : Daniel Danger PHOTOGRAPHS : Ryan Bakerink, Russell Santos, Tom Conrad, Dan Boczarski, Shawna Adams (www.shawnaadams.com) and Pamela Littky DESIGN : Andy West ART & PHOTOGRAPHY COORDINATION : Kristen Yiengst PACKAGE PRODUCTION : Andy Proctor and Doug Joswick BUSINESS AFFAIRS : Heath Kudler, Antoinette Trotman, Ian Allen, Vol Davis III
A&R FOR ISLAND DEF JAM MUSIC GROUP :

FALL OUT BOY: PETER LEWIS KINGSTON WENTZ PATRICK VAUGHN STUMP JOSEPH MARK TROHMAN ANDREW JOHN HURLEY
Thank you to everyone involved in this record. Thank you to all our fans, friends, love and families. Also, thanks to absolutepunk.net, Overcast Kids, Secret Order, cfobmania, keepsmewarmatnight.com and thefortysixthirtytwo.com Pete would like to send a special thanks to Bronx Mowgli Wentz. Thank you to:t Apple, Orange, Marshall, Mesa Boogie, Shure, Sabian, Vic Firth, DW, Dean Markley, Dunlop, Remo, Tour Supply, Ultimate Ears, DR, Krank, Engl Amps, TC Electronics, Line 6, Midas, PRG, Upstaging, Clair Global, Strictly FX. To join The Overcast Kids (Fall Out Boy Fan Club) please go to www.overcastkids.com Uniforms by: clandestineindustries.com, fc666.com and dr. Romanelli Please visit www.friendsorenemies.com
2009 The Island Def Jam Music Group. All rights reserved.