01. WALK ON WATER FT. BEYONCÉ:
(M. Mathers, H. Hafermann, B. Knowles)
Songs Of Universal, Inc./Shroom Shady Music (BMI)/Hotel Bravo Music/Universal Music-Z Songs (BMI) o/b/o Skylar Grey/Oakland 13 Music (ASCAP) All Rights Administered By Wb Music Corp. Obo Itself And Oakland 13 Music
Produced by: Rick Rubin
Co-produced by: Skylar Grey
Recorded by: Mike Strange & Joe Strange @ Effigy Studios in Detroit, MI & Jason Lader & Stuart White @ Shangri La Studios in Malibu, CA Assistant engineers: Rob Bisel, Johnnie Burik & Tony Campana
Mixed by: Manny Marroquin @ Larabee Studios in North Hollywood, CA
Turntables by: Rick Rubin
Bass, drum programming, moog & synth by: Jason Lader
Digital editing by: Rob Bisel & Johnnie Burik Strings by: “The Section Quartet”: Eric Gorfain, Richard Dodd, Daphne Chen & Leah Katz
String arrangement by: Jason Lader Piano by: Skylar Grey @Grizzly Manor Studios in Park City, UT
*Beyoncé appears courtesy of Columbia Records, a division of Sony Music Entertainment.

02. BELIEVE:
(M. Mathers, L. Resto, M. Batson, M. Strange)
Songs Of Universal, Inc./Shroom Shady Music (BMI)/Que Chevere Music (ASCAP)/ Dynamic Reality Music (BMI)/Universal Music/Slick Jesus LLC (BMI)
Produced by: Eminem
Additional production by: Luis Resto & Mr. Porter
Recorded by: Mike Strange & Joe Strange @ Effigy Studios in Detroit, MI
Assistant engineer: Tony Campana
Mixed by: Mike Strange
Additional drum programming by: Mr. Porter
Keyboards by: Mark Batson, Luis Resto & Mike Strange

03. CHLORASEPTIC FT. PHRESHER:
(M. Mathers, D. Porter, E. Sermon, P. Smith)
Songs Of Universal, Inc./Shroom Shady Music (BMI)/Dertyworks/ EMI Music Publishing (ASCAP)/Halwill Music (ASCAP)
Produced by: Mr. Porter
Recorded by: Mike Strange & Joe Strange @ Effigy Studios in Detroit, MI
Assistant engineers: Tony Campana
Mixed by: Mike Strange
*Contains elements of “It's My Thing” written by Erick Sermon, Parrish Smith published by Halwill Music (ASCAP).
All rights reserved. Performed by EPMD courtesy of Universal Music Enterprises.
04. UNTOUCHABLE:
(M. Mathers, E. Haynie, M. Batson, D. Porter, T. Chong, G. Delorme, R. Martin, D. Clear, A.Brown, T. Kelsie, E. McIntosh)
Songs of Universal, Inc./Shroom Shady Music (BMI)/Heavycrate Music (ASCAP)/Universal Music(ASCAP)/Dynamic Reality Music (BMI)/Dertyworks/EMI Music Publishing (ASCAP)/Almo Music (ASCAP) obo Itself and India Music Inc. (ASCAP)/ Universal Music Corp (ASCAP) obo itself, Damasta Music, Varry White Music and Spirit Music, Inc., Penny Farthing Music (ASCAP) obo Arlovol Music and Damask Music c/o The Bicycle Music Company
Produced by: Eminem, Mark Batson, Emile Haynie & Mr. Porter
Recorded by: Mike Strange & Joe Strange @ Effigy Studios in Detroit, MI
Assistant engineer: Tony Campana
Mixed by: Mike Strange
Keyboards by: Mark Batson, Emile Haynie & Mr. Porter
Drums by: Mark Batson, Emile Haynie & Mr. Porter
Bass & guitar by: Mark Batson
Additional background vocals by: Skylar Grey
*Contains excerpts from “Earache My Eye” written by Thomas Chong, Gayle Delorme, Richard Martin published by Almo Music (ASCAP) obo itself and India Music Inc. (ASCAP). Used by permission. All rights reserved
*Featuring samples from the Cheech & Chong recording “Earache My Eye” produced under license from Warner Brothers Records by arrangement with Rhino Entertainment Company, a Warner Music Group Company
*Contains excerpts from “Born to Roll” written by Duval A Clear, Andre Brown, Tyrone Kelsie & Eric McIntosh Performed by Masta Ace Incorporated Published by Penny Farthing Music (ASCAP) obo Arlovol Music and Damask Music c/o The Bicycle Music Company, Universal Music Corp (ASCAP) obo itself, Damasta Music, Varry White Music and Spirit Music, Inc. Recording courtesy of Concord Music.

05. RIVER FT. ED SHEERAN:
(M. Mathers, E. Haynie, E. Sheeran)
Songs Of Universal, Inc./Shroom Shady Music (BMI)/Heavycrate Music (ASCAP)/
Universal Music (ASCAP)/Ed Sheeran Limited and Sony/ATV Music Publishing (UK) Limited (PRS)
Produced by: Emile Haynie
Recorded by: Mike Strange & Joe Strange @ Effigy Studios in Detroit, MI & Tony Wall @ The Padded Cell, Nana Glen
Assistant engineer: Tony Campana
Mixed by: Eminem & Mike Strange
Guitar by: Ed Sheeran
*Ed Sheeran appears courtesy of Asylum Records UK, a division of Warner Music UK Limited.
06. REMIND ME (INTRO):
(A. Young, T. Feemster, T. Lawrence Jr.)
WB Music Corp., Ain’t Nuthin' Goin' On But F****n Music (ASCAP)/Feemstro admin. By Universal Music - Z Tunes LLC (ASCAP)/EMI Blackwood Music, Inc., Songs Of So Fab Music (BMI)
Produced by: Dr. Dre, Theron Feemster & Trevor Lawrence Jr.
Engineered by: Mauricio “Veto” Iragorri @ Encore Studios in Burbank, CA
Assistant engineers: Robert Reyes & Charles “CharlieRed” Garcia
Mixed by: Dr. Dre
Mix engineer: Quentin “Q” Gilkey @ Record One in Sherman Oaks, CA

07. REMIND ME:
(M. Mathers, J. Richards, A. Saches, J. Bonds Weaver Jr., M. Dike, L. Rabb, J. Walters, M. Young)
Songs Of Universal, Inc./Shroom Shady Music (BMI)/Finchley Music Corp (ASCAP) c/o Kobalt Songs Music Publishing, Universal Music – Z Songs (BMI), Penny Farthing Music (ASCAP) obo itself and Young Man Moving Inc. (ASCAP) and Doc-Rabb c/o Microhits Music (BMI)
Produced by: Rick Rubin
Recorded by: Mike Strange & Joe Strange @ Effigy Studios in Detroit, MI & Jason Lader @ Shangri La Studios in Malibu, CA
Assistant engineers: Rob Bisel, Johnnie Burik & Tony Campana
Mixed by: Dr. Dre
Mix engineer by: Quentin “Q” Gilkey @ Record One in Sherman Oaks, CA
Turntables by: Rick Rubin
Drum Programming & Synth by: Jason Lader
Digital editing by: Rob Bisel & Johnnie Burik
Sound effects by: Rob Bisel Backing vocals by: Mr. Porter
*Contains excerpts from “I Love Rock ‘N Roll” written by Jake Richards and Allen Saches published by Finchley Music Corp (ASCAP) c/o Finchley Music Corp (ASCAP) c/o Kobalt Songs Music publishing used by permission all rights reserved. Performed by Joan Jett and The Blackhearts courtesy of Blackheart Records Group Inc.
*Contains excerpts from “PSK, What Does It Mean” written by Jesse Bonds Weaver, Jr. Published by Universal Music – Z Songs (BMI) performed by Schoolly D courtesy of Sony Music Entertainment
*Contains excerpts from “Bust A Move” written by Matt Dike, Luther Rabb, James Walters & Marvin Young published by Penny Farthing Music (ASCAP) obo Arlovol Music c/o The Bicycle Music Company. BMG Firefly Music (ASCAP) obo itself and Young Man Moving Inc. (ASCAP) and Doc-Rabb c/o Microhits Music (BMI) performed by Young MC. Recording courtesy of Concord Music.

08. REVIVAL (INTERLUDE):
(M. Mathers, A. Lemke, B. Fryzel, A. Kleinstub, R. Spektor)
Songs Music Publishing, LLC o/b/o Glass Lake Publishing (BMI), Songs MP (BMI)/Freq Show Music/Songs of Universal, Inc. (BMI)/Cashonlee Trax/Primary Wave Beats/BMG Platinum Songs US (BMI)/EMI Blackwood Music inc obo itself and Soviet Kitsch Music (BMI)
Produced by: Frequency and Aalias for Whole Doubts
Recorded by: Frequency and Aalias at Freq Show Music Studios, Brooklyn, NY
Mixed by: Mike Strange
Vocals by: Alice and the Glass Lake
*Contains elements of “Human Of The Year” written by Regina Spektor and Published by EMI Blackwood
Music inc obo itself and Soviet Kitsch Music (BMI). Used by permission. All rights reserved.
09. LIKE HOME FT. ALICIA KEYS:
(M. Mathers, H. Hafermann, A. Jackson, J. Smith, P. Rosenberg, L. Resto, A. Augello-Cook)
Songs Of Universal, Inc./Shroom Shady Music (BMI)/Hotel Bravo Music/Universal Music – Z Songs (BMI) o/b/o Skylar Grey/Leonard Street Songs Limited/These Are Songs of Pulse (ASCAP) all rights admin by These Are Songs Of Pulse/ Pipe and Rock (BMI)/Que Chevere Music (ASCAP)/Lellow Productions, Inc. (ASCAP) admin. by EMI Music Publishing, Inc.
Produced by: Just Blaze for Rebel Base Industries
Co-produced by: Eminem
Recorded by: Mike Strange & Joe Strange @ Effigy Studios in Detroit, MI, Just Blaze & Andrew Wright @ Jabber’s Place, NYC & Ann Mincieli @ Jungle City Studios, NYC
Assistant engineers: Tony Campana & Brendan Morawski
Mixed by: Eminem & Mike Strange
Additional percussion and programming by: Myles William
Additional keyboard & programming by: Canei Finch
Additional keyboards by: Luis Resto
*Alicia Keys appears courtesy of RCA Records, a division of Sony Music Entertainment.
.
10. BAD HUSBAND FT. X AMBASSADORS:
(M. Mathers, A. Grant, L. Resto, S. Harris)
Songs Of Universal, Inc./Shroom Shady Music (BMI)/KIDinaKORNER (BMI)/ Que Chevere Music (ASCAP)/Songs Music Publishing, LLC obo Songs MP (BMI), S. Nelson Harris (BMI)
Produced by: Alex Da Kid for KIDinaKORNER
Co-produced by: Eminem
Recorded by: Mike Strange & Joe Strange @ Effigy Studios in Detroit, MI, Travis Ference for KIDinaKORNER & Sam Harris at House of Blessing Studio
Assistant engineer: Tony Campana
Mixed by: Manny Marroquin @ Larabee Studios in North Hollywood, CA
Mix engineer: Chris Galland
Assistant mix engineers: Robin Florent & Scott Desmarais
Additional guitar by: Mike Strange
Additional instrumentation by: Alex Da Kidd for KIDinaKORNER
*X Ambassadors appears courtesy of KIDinaKORNER/Interscope Records.

11. TRAGIC ENDINGS FT. SKYLAR GREY:
(M. Mathers, H. Hafermann, A. Grant)
Songs Of Universal, Inc./Shroom Shady Music (BMI)/Hotel Bravo Music/ Universal Music-Z Songs (BMI) o/b/o Skylar Grey/KIDinaKORNER (BMI)
Produced by: Alex Da Kid for KIDinaKORNER
Recorded by: Mike Strange & Joe Strange @ Effigy Studios in Detroit, MI & Travis Ference for KIDinaKORNER Assistant engineer: Tony Campana
Mixed by: Manny Marroquin @ Larabee Studios in North Hollywood, CA Mix engineer: Chris Galland
Assistant mix engineers: Robin Florent & Scott Desmarais
Vocal production by: Skylar Grey
Additional guitar & bass guitar by: J Browz for KIDinaKORNER
Additional Instrumentation by: Alex Da Kid for KIDinaKORNER
Additional keyboards by: Mark Batson
* Skylar Grey appears courtesy of KIDinaKORNER/Interscope Records.

12. FRAMED:
(M. Mathers, F. Nassar, D. John Byron, K. William Hensley)
Songs Of Universal, Inc./Shroom Shady Music (BMI)/Karam's Kid Songs)/Colgems-EMI Music, Inc./EMI Music Pub LTD (PRS)
Produced by: FredWreck
Co-produced by: Eminem
Recorded by: Mike Strange & Joe Strange @ Effigy Studios in Detroit, MI
Assistant engineer: Tony Campana
Mixed by: Mike Strange
Guitar, bass & keyboard by: FredWreck
*Contains elements of “Pilgrim” written by David John Byron, Kenneth William Hensley Published by Colgems- EMI Music, Inc. and EMI Music Pub LTD (PRS) Used by permission. All rights reserved. *Featuring samples from the C&K Vocal recording “Pilgrim” courtesy of SUPRAPHON. Used by permission.

13. NOWHERE FAST FT. KEHLANI:
(M. Mathers, M. Batson, A. Armato, T. James Price, T. Armato Sturges)
Songs Of Universal, Inc./Shroom Shady Music (BMI)/Dynamic Reality Music (BMI)/Antonina Songs/ Downtown Music Publishing (ASCAP)/Akashic Field Music/Downtown Music Publishing (BMI)/Downtown Music Publishing (ASCAP)
Produced by: Rock Mafia & Hit Boy
Recorded by: Mike Strange & Joe Strange @ Effigy Studios in Detroit, MI & Steve Hammons & Adam Comstock @ Rock Mafia in Santa Monica, CA
Assistant engineer: Tony Campana
Mixed by: Mike Strange
Additional keyboards by: Mark Batson
Cello performed by: Cameron Stone
*Kehlani appears courtesy of TSNMI/Atlantic Recording Company.

14. HEAT:
(M. Mathers, D. McDaniels, J. Simmons, L. Smith, A. Horovitz, R. Rubin)
Songs Of Universal, Inc./Shroom Shady Music (BMI)/Universal
Music Corp. (ASCAP) obo itself and Protoons, Inc. (ASCAP), American
Def Tune and Brooklyn Dust (ASCAP)
Produced by: Rick Rubin
Recorded by: Mike Strange & Joe Strange @ Effigy Studios in Detroit, MI & Jason Lader @ Shangri La Studios in Malibu, CA
Assistant Engineers: Rob Bisel, Johnnie Burik & Tony Campana
Mixed by: Dr. Dre
Mix engineer: Quentin “Q” Gilkey @ Record One in Sherman Oaks, CA
Turntables by: Rick Rubin
Guitar, drum programming, piano, synth bass & synth by: Jason Lader Digital editing by: Rob Bisel & Johnnie Burik
*Contains elements of “King Of Rock” written by Darryl McDaniels, Joseph Simmons, Lawrence Smith and published by Universal Music Corp. (ASCAP) obo itself and Protoons, Inc. (ASCAP). Used by permission. All rights reserved.
*Contains samples from “King Of Rock” performed by Run DMC courtesy of Sony Music Entertainment. Used by permission.
*Contains elements of “Girls” written by Adam Horovitz and Rick Rubin and Published by Universal Music Corp. (ASCAP) obo itself and American Def Tune and Brooklyn Dust (ASCAP). Used by permission. All rights reserved.
*Contains samples from “Girls” performed by The Beastie Boys courtesy of Universal Music Enterprises. Used by permission.

15. OFFENDED:
(M. Mathers, R. Fraser, C. Bradley, T. Brenneck, D. Guy, L. Michels)
Songs Of Universal, Inc./Shroom Shady Music (BMI)/Fraser Publishing Co. (BMI)/BMG Platinum Songs (BMI)/EMI Blackwood Music Inc. (BMI)/EMI Music Pub Ltd. (PRS)
Produced by: Illadaproducer
Co-produced by: Eminem
Recorded by: Mike Strange & Joe Strange @ Effigy Studios in Detroit, MI & Darwin Sanchez @ Record Room Studios in Miami, FL
Assistant engineer: Tony Campana
Mixed by: Mike Strange
Additional vocals: Kent Jones
*Contains elements of “In You (I FOUND A LOVE)” written by Charles Bradley, Thomas Brenneck, David Guy, Leon Michels Published by BMG Platinum Songs (BMI) and EMI Blackwood Music, Inc. (BMI) and EMI Music Pub Ltd. (PRS) Used by permission. All rights reserved.
* Contains samples from “In You (I Found A Love)” performed by Charles Bradley courtesy of Daptone. Used by permission.

16. NEED ME FT. PINK:
(M. Mathers, H. Hafermann, J. Ingoldsby, A. Grant)
Songs Of Universal, Inc./Shroom Shady Music (BMI)/Hotel Bravo/Universal Music – Z Songs (BMI) o/b/o Skylar Grey/Wild Pink Music/Heffalump Music/RoyNet Music (ASCAP)/KIDinaKORNER (BMI)
Produced by: Alex Da Kid for KIDinaKORNER
Recorded by: Mike Strange & Joe Strange @ Effigy Studios in Detroit, MI & Travis Ference for KIDinaKORNER
Assistant engineer: Tony Campana
Mixed by: Manny Marroquin @ Larabee Studios in North Hollywood, CA
Mix engineer: Chris Galland
Assistant mix engineers: Robin Florent & Scott Desmarais
Vocal production by: Skylar Grey & Jon Ingoldsby
Additional drum programming by: Mr. Porter
Additional guitar & bass guitar by: J Browz for KIDinaKORNER
Additional instrumentation by Alex Da Kid for KIDinaKORNER
*Pink appears courtesy of RCA Records, a division of Sony Music Entertainment.

17. IN YOUR HEAD:
(M. Mathers, D. O'Riordan, M. Shemer)
Songs Of Universal, Inc./Shroom Shady Music (BMI)/Warner/Chappell Music Ltd (PRS)/Scramjonesmusic (ASCAP)
Produced by: Scram Jones for Beast Music, Inc.
Recorded by: Mike Strange & Joe Strange @ Effigy Studios in Detroit, MI & Scram Jones @ Beast Music Studios in New Rochelle, NY
Assistant engineer: Tony Campana
Mixed by: Mike Strange
*Contains elements of “Zombie” (D. O'Riordan), Warner/Chappell Music Ltd (PRS). All rights administered by WarnerTamerlane Publishing Corp. (BMI) All rights reserved. Performed by The Cranberries courtesy of Universal Music Enterprises.

18. CASTLE:
(M. Mathers, K. Abdul-Rahman, P. Injeti, E. Alcock, L. Rodrigues)
Songs Of Universal, Inc./Shroom Shady Music (BMI)/ Jaleesa and Mahdi's Music admin by Universal Music Publishing (BMI)/P. Injeti for Universal Music/No America/ Socan/E. Alcock for Universal Music Canada/Socan/Matriz Music admin by Universal Music Publishing/Socan
Produced by: DJ Khalil for DJ Khalil Productions LLC.
Recorded by: Mike Strange & Joe Strange @ Effigy Studios in Detroit, MI
Assistant engineer: Tony Campana
Mixed by: Mike Strange
Guitar by: Chin Injeti & Erik Alcock
Bass by: Chin Injeti
Additional keyboards & drum programming by: DJ Khalil
Additional vocals by: Liz Rodrigues

19. AROSE:
(M. Mathers, B. White, A. McBroom)
Songs Of Universal, Inc./Shroom Shady Music (BMI)/Unichappell Music, Inc. (BMI) & Sa-Vette Music (BMI), Unichappell Music, Inc. (BMI), Warner-Tamerlane Publishing Corp. (BMI) & Third Story Music, Inc. (BMI)
Produced by: Rick Rubin
Recorded by: Mike Strange & Joe Strange @ & Effigy Studios in Detroit, MI & Jason Lader @ Shangri La Studios in Malibu, CA
Assistant engineers: Rob Bisel, Johnnie Burik & Tony Campana
Mixed by: Mike Strange
Turntables by: Rick Rubin
String programing & drum programing by: Jason Lader
Digital editing by: Rob Bisel & Johnnie Burik
New drums by: Ken Lewis and Dylan Wissing
Vocal stab by: Ken Lewis
*Contains elements of “I'm Gonna Love You Just A Little More, Baby” (B. White), Unichappell Music, Inc.
(BMI) & Sa-Vette Music (BMI). All rights administered by Unichappell Music, Inc. (BMI). All rights reserved. Performed
by Barry White courtesy of Universal Music Enterprises
*Contains elements of “The Rose” (A. McBroom), Warner-Tamerlane Publishing Corp. (BMI) & Third Story Music, Inc. (BMI). All rights administered by Warner-Tamerlane Publishing Corp. (BMI) All rights reserved
*Featuring samples from Bette Midler recording “The Rose” Produced under license from Atlantic Records by arrangement with Rhino Entertainment Company, a Warner Music Group Company.


Eminem: Management: Paul D. Rosenberg, Esq. & Tracy McNew for Goliath Artists, Inc.
Eminem Tour Manager: Marc Labelle for Goliath Artists, Inc.
Eminem and Shady Records Legal: Theo Sedlmayr & Lisa Donini, Esq. for Sedlmayr and Associates, P.C.
Eminem A&R Administrator: John Fisher
Shady Records A&R: Dart Parker & Mike Heron
Additional A&R: Pedro “Dro” Genao
Eminem Booking (US) Cara Lewis for CLG
Eminem Booking (Europe): Steve Strange for X-Ray Touring
Aftermath: Legal: Peter Paterno, Esq. for King, Holmes, Paterno & Berliner LLP
Production Coordinator: Larry Chatman
General Manager: Ashley Palmer
Interscope: Marketing & Publicity: Dennis Dennehy
Marketing Director: Jason Sangerman
Production Coordinator: Les Scurry
International: Don Robinson
Legal: Jason Kawejsza & Todd Douglas
A&R: Manny Smith
A&R Administration: Alicia Graham
Art Direction & Design: mikesaputo.com
Photography: Craig McDean
Sample Clearances: Deborah Mannis-Gardner @ DMG Clearances
Mastered by: Brian “Big Bass” Gardner @ Brian Gardner Mastering

EXECUTIVE PRODUCERS:
DR. DRE & RICK RUBIN
WWW.SHADYRECORDS.COM
WWW.EMINEM.COM

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