1. Ayesha Says (Intro)
Performed by Ayesah Jaco
Recorded at The Attic Studios, Chicago by Graham Burns

2. Strange Fruition featuring Casey Benjamin
Written by Lupe Fiasco, Soundtrakk, Albert Lai Francis, Carl Sigman
Published by Hey Lu Chill Music (Heavy As Heaven/Universal Music Publishing/BMI)//1st & 15th Publishing (Mr. Lopez Music/Universal Music Publishing/ASCAP)//Sony ATV Harmony/Music Sales
Produced by Soundtrakk for 1st & 15th Productions, Inc
Contains samples of "Where Do I Begin (Love Story)" performed by Percy Faith & His Orchestra
Contains of "Where Do I Begin (Love Story)" written by Albert Lai Francis and Carl Sigman. Published by Sony ATV Harmony/Music Sales

3. ITAL (Roses)
Written by Lupe Fiasco, Larrance Dopson
Published by Hey Lu Chill Music (Heavy As Heaven/Universal Music Publishing/BMI)//Larrance Dopson Publishing Designee (ASCAP)/Warner Chappell Music (ASCAP)
Produced by Larrance Dopson & C. Brody Brown for "1500 Or Nothing" Productions

4. Around My Way (Freedom Ain't Free)
Written by Lupe Fiasco, M. Buchwald, P. Kantner, C. Penn, P. Phillips
Published by Hey Lu Chill Music (Heavy As Heaven/Universal Music Publishing/BMI)//1st & 15th Publishing (Mr. Lopez Music/Universal Music Publishing/ASCAP)//Wixen/Warner Chappell Music
Produced by Simonsayz & B Sides
Additional production by Lupe Fiasco & Chill for 1st & 15th Productions, Inc
Contains elements of "Today" written by M. Buchwald/P. Kantner and published by Wixen
Contains elements of "The Reminisce Over You (T.R.O.Y.)" written by Cory Penn and Peter Phillips and published by Warner Chappell Music

5. Audubon Ballroom
Written by Lupe Fiasco, Thomas Mueller, Marcello Pagin, Christian Buettner
Published by Hey Lu Chill Music (Heavy As Heaven/Universal Music Publishing/BMI)//Thomas Mueller Publishing Designee (BMI)//Marcello Pagin Publisher Designee (BMI)//Christian Buettner Publishing Designee (BMI)
Produced by Famties & Bullit

6. Bitch Bad
Written by Lupe Fiasco, Dominic Jordan, Jimmy Giannos
Published by Hey Lu Chill Music (Heavy As Heaven/Universal Music Publishing/BMI)//PooBZ Publishing/Bug Music (ASCAP)//Future Music, LLC
Produced by Audibles for Future Music, LLC

7. Lamborghini Angels
Written by Lupe Fiasco, Brian Tistog
Published by Hey Lu Chill Music (Heavy As Heaven/Universal Music Publishing/BMI)//Fisherman Music/Double Dose Hits (BMI)
Produced by Mr. Inkredible for Team Double Dose

8. Put Em Up
Written by Lupe Fiasco, Larrance Dopson, Julian Bunetta
Published by Hey Lu Chill Music (Heavy As Heaven/Universal Music Publishing/BMI)//Blue Nike Publishing (BMI)//Julian Bunetta Publishing Designee
Produced by Larrance Dopson for "1500 Or Nothing" Productions
Co-produced by Julian Bunetta for Family Affair Productions
9. Heart Donor featuring Poo Bear
Written by Lupe Fiasco, Poo Bear, Andrew Harr, Jermaine Jackson
Published by Hey Lu Chill Music (Heavy As Heaven/Universal Music Publishing/BMI)//PooBZ Publishing/Bug Music (ASCAP)
Produced by The Runners for Trac-N-Field Entertainment
Co-produced by Poo Bear for PooBZ, Inc

10. How Dare You featuring Bilal
Written by Lupe Fiasco, Poo Bear, Andre (Severe) Samuel, Joseph (Klypso) Mourad
Published by Hey Lu Chill Music (Heavy As Heaven/Universal Music Publishing/BMI)//PooBZ Publishing/Bug Music (ASCAP)
Produced by Severe
Co-produced by Poo Bear for PooBZ, Inc
Bilal appears courtesy of Purpose Music Group/eOne Music

11. Battle Scars with Guy Sebastian
Written by Lupe Fiasco, Guy Sebastian and David Ryan Harris
Published by Hey Lu Chill Music (Heavy As Heaven/Universal Music Publishing/BMI)//Universal - Songs of Polygram Int., Inc. (BMI)/Universal Music Publishing Pty. Ltd. (APRA)/Peace Pourage Music/EMI Blackwood Inc. (BMI)
Produced by Pro-Jay in association with GenuineMusicGroup.com

12. Brave Heart featuring Poo Bear
Written by Lupe Fiasco, Poo Bear, Andrew Harr, Jermaine Jackson
Published by Hey Lu Chill Music (Heavy As Heaven/Universal Music Publishing/BMI)//PooBZ Publishing/Bug Music (ASCAP)
Produced by The Runners for Trac-N-Field Entertainment
Co-produced by Poo Bear for PooBZ, Inc. & Jamal "Mally Mall" Rashid for Mally Mall Music

13. Form Follows Function
Written by Lupe Fiasco, Marco (Infamous) Rodriguez
Published by Hey Lu Chill Music (Heavy As Heaven/Universal Music Publishing/BMI)//Marlina Publishing/Songs of Universal, Inc. (BMI)
Produced by Infamous for Marlina Music Group, LLC
14. Cold War featuring Jane $$$
Written by Lupe Fiasco, Larrance Dopson, C. Brody Brown, Jane $$$
Published by Hey Lu Chill Music (Heavy As Heaven/Universal Music Publishing/BMI)//Larrance Dopson Publishing Designee (BMI)//C. Brody Brown Publishing Designee (BMI)//Jane $$$ Publishing Designee (BMI)
Produced by Larrance Dopson & C. Brody Brown for "1500 Or Nothing" Productions

15. Unforgivable Youth featuring Jason Evigan
Written by Lupe Fiasco, Jason Mourad
Published by Hey Lu Chill Music (Heavy As Heaven/Universal Music Publishing/BMI)//King in the Castle (BMI)//PooBZ Publishing/Bug Music (ASCAP)
Produced by King David "The Future" for Blue Magic Music
Co-produced by Poo Bear for PooBZ, Inc. & Jamal "Mally Mall" Rashid for Mally Mall Music

16. Hood Now (Outro)
Written by Lupe Fiasco, Larrance Dopson, C. Brody Brown, Poo Bear
Published by Hey Lu Chill Music (Heavy As Heaven/Universal Music Publishing/BMI)//Blue Nike Publishing (BMI)//80's Baby (BMI)
Produced by Larrance Dopson & C. Brody Brown for "1500 Or Nothing" Productions & The FuturistiKs

Executive Producers: "FREE CHILLY" and Lupe Fiasco
Co-Executive Producer: Darrale Jones
Marketing: Marsha St. Hubert
Art Direction & Design: Lupe Fiasco and Mark Obriski
Legal for Lupe Fiasco and 1st & 15th Productions: Lisa Bonner, Esq., Bonner Law, A Professional Corporation

©2012 Atlantic Recording Corporation for the United States and WEA International Inc. for the world outside of the United States. All Rights Reserved. Printed in U.S.A. 531683-2