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P 2012 Polydor Ltd (UK) except track 13 P 2012 Sony Music Entertainment UK Ltd.

C 2012 Polydor Ltd (UK) A Universal music company. The copyright in this sound recording is owned by Polydor Ltd. All rights of the manufacturer & owner of the work produced reserved. U n a u t h o r i s e d p u b l i c p e r f o r m a n c e , b r o a d c a s t i n g & c o p y i n g o f t h i s w o r k p r o h i b i t e d . B i em / S D R M . L C 0 0 3 0 9 . 0 0 6 0 2 5 3 7 1 7 5 8 0 2 elliegoulding.com

D o n t S ay A W o r d If you never, If you never If youd never said anything If you never, If you never Here it is, in my hands In my veins... and over lands It spreads like fire... seeking air and pulls me in my own funfair wont you come, wont you come, wont you come just dont say a word wont you come, wont you come, wont you come just dont say a word Im more alive, Ive ever been so now I give you, all my sins Ive chosen you...Ive chosen you But dont say a word And if I save us, and I fall down I will leave your words behind now if you never, held me under.. if you never hear my thunder

A n y t hi n g C o u l d H a p p e n Stripped to the waist We fall into the river Cover your eyes So you dont know the secret Ive been trying to hide We held our breath To see our names are written On the wreck of 86 That was the year I knew the panic was over Yes since we found out Since we found out That anything could happen Anything could happen After the war we said wed fight together I guess we thought thats just what humans do Letting darkness grow As if we need its palette and we need its colour But now Ive seen it through And now I know the truth That anything could happen Anything could happen Baby, Ill give you everything you need Ill give you everything you need, oh Ill give you everything you need But I dont think I need you Stripped to the waist We fall into the river Cover your eyes So you dont know the secret Ive been trying to hide We held our breath To see our names are written On the wreck of 86 That was the year I knew the panic was over Yes since we found out Since we found out That anything could happen Anything could happen I know its gonna be... But I dont think I need you.

O n ly Y o u Only you can be the aching in my heart my enemy the only animal I couldnt find you hold me in the dark when storms arrive Only You Only you can see the emptiness I feel when youre with me when everything you say Im on my knees baby Im on my knees baby Im on my knees baby Im on my knees

Figure 8 Breathe your smoke into my lungs Back of the car with you I stare into the sun Still not too old to die young But Iovers hold on to everything But lovers hold on to anything I chase your love around a figure 8 I need you more than I can take You promise forever every day Then you take it all away Place a kiss on my cheekbone Then you vanish me Im buried in the snow but something tells me Im not alone so lovers hold on to everything So lovers hold on to anything I keep runnin, back to the same place its a dangerous equation, but I keep my pace

H ANG I NG ON You know we can get away Because Im calling your name Every day I feel this pain But you just turn and walk away I just cant keep hanging on, to you and me I just dont know what is wrong, with you and me Touch me and then turn away And put your hands into the flame Tell me if you feel this pain Cause I dont want to be a ball and chain I just cant keep hanging on, to you and me I just dont know what is wrong I just cant keep hanging on, to you and me

H a ly c o n I know its not over, (baby I worked this out for sure) its gonna be colder now youve forced open the door I know you better that I ever have before I know you. I know youre a fighter but you never fought for me when I was shelter and youre not heading home to me we could be closer we could be closer we could be. When its just us, you show me what it feels like to be lonely you show me what it feels like to be lost I take your hand for you to let it go let it go, let it go, let it go its gonna be its gonna be better its gonna be better Well take a long walk, down the alleys of these houses and well talk see what conversation rouses when were alone when were alone this could be home

J OY E x p l o si o n s Stood in the rain and watched you go I feel a lump in my throat And this is far from joy I never seemed to learn, that high makes things harder that high I get from you Ive figured out that joy is not in your arms I know Ill always ache with an empty heart I think its time to run cos Im seeing stars Im seeing stars, watch me fall apart I think of dying all the time but Ive got joy to take my side fear is my favourite ride You trembled like youd seen a ghost And I cave in I lacked the things you love the most you said Where have you been? Ive fallen from grace, took a blow to my face I loved and I lost I loved and I lost explosions on the day I gave my heart away its my turn to run into the flames And Ill never be the same. I left my soul bleeding in the dark So you could be king The things that we said are still untold and Ive forgotten everything the night you were sold your intentions were gold and the mountains will shake I need to know I can still make explosions

My Blood That feeling that doesnt go away just did and I walked a thousand miles to prove it and Im caught in the crossfire of my own thoughts the colour of my blood is all I see on the rocks as you sail from me. Alarms will ring for eternity... the waves will break every chain on me my bones will bleach.. my flesh will flee. So help my lifeless frame to breathe And god knows Im not dying but I breathe now and god knows Its the only way to heal now with all the blood I lost with you it drowns the love I thought I knew The lost dreams I buried in my sleep for him and this was the ecstacy of love forgotten and Im thrown in the gunfire of empty bullets and my blood is all I see as you steal my soul from me. Alarms will ring for eternity... the waves will break every chain on me My bones will bleach... my flesh will flee... So help my lifeless frame to breathe.

I Know You Care Clinging to me, Like a last breath you would breathe You were like home to me I dont recognise this street Please dont close your eyes Dont know where to look without them Outside the cars speed by Id never heard them until now But I know you care I know thats it always been there There is trouble ahead I can feel it But I know youre saving yourself when you hide it I know you care I see in the way that you stare as if there was trouble ahead and you knew it So now Im just saving myself from a ruin I know you care I used to run down the stairs To the door when I thought you were there Too shaped to the comfort of us Two lovers locked out of love I know it wasnt always wrong... but Ive never known a winter so cold now I dont warm my hands in your coat But I still hope Cos this is how things ought to have been and I know the worst of us was not always what it seemed So why cant I dream...why cant I dream? I know you care, I know you care, I know you care, I know you care. I know its always been there.

A t l a n t is This is new Feels unused Ive never met anyone like you Frightening Feeling naked sense in searching something sacred Ill forget you not Ill forget you not Ill wait for you... for you... maybe Ill forget you not... Ill forget you not Ill forget you not... Ill wait for you maybe Where did you go? Im exhausted with loving No fight in me- Im defeated I know Im fooled, I cant help it You make my heart so helpless. Ill forget you not Ill forget you not Ill wait for you... for you... maybe Ill forget you not... Ill forget you not Ill forget you not... Ill wait for you maybe Where did you go?

D e a d i n t h e Wat e r If I was not myself And you were someone else Id say so much to you and I would tell the truth Cos I can hardly breathe When your hands let go of me But the ice is thinning out and my feet brace themselves Im dead in the water Still looking for ya Im dead in the water Cant you see Cant you see Youve seen this all before a life left on the shore but smiling all the same You sail away again Im dead in the water Still looking for ya Im dead in the water Cant you see Cant you see Why didnt you find me?

D o n t S ay A W o r d Written by Ellie Goulding & Jim Eliot. Published by Global Talent Publishing / Sony ATV. Produced by Jim Eliot & Ellie Goulding. Drums, Synths, Piano, Percussion, Drum Programming & Sound FX: Jim Eliot. Mixed by Tom Elmhirst. Assisted by Ben Baptie. Recorded at Studio Splendido, Wales. My Blood Written by Ellie Goulding, Jim Eliot & Mima Stilwell Published by Global Talent Publishing / Sony ATV. Produced by Jim Eliot & Ellie Goulding. Acoustic Guitar: Ellie Goulding. Drums, Synths, Piano, Percussion, Drum Programming, Sound FX & Backing Vocals: Jim Eliot. Mixed by Tom Elmhirst. Assisted by Ben Baptie. Recorded at Studio Splendido, Wales. A n y t hi n g C o u l d H a p p e n Written by Ellie Goulding & Jim Eliot. Published by Global Talent Publishing / Sony ATV. Produced by Jim Eliot & Ellie Goulding. Drums, Synths, Piano, Percussion, Drum Programming & Sound FX: Jim Eliot. Choir: The London Community Gospel Choir. Choir arranged & conducted by Sally Herbert for & on behalf of Solar Management Ltd. Choir Recording Engineer: Graham Archer. Choir Recording Assistant: Joel M Peters. Mixed by Tom Elmhirst. Assisted by Ben Baptie. Additional Engineering by Ben Baptie. O n ly Y o u Written by Ellie Goulding & Jim Eliot. Produced by Jim Eliot & Ellie Goulding. Bass: Ellie Goulding. Drums, Synths, Piano, Percussion, Drum Programming & Sound FX: Jim Eliot. Mixed by Tom Elmhirst. Assisted by Ben Baptie. Additional Engineering by Ben Baptie. Recorded at Studio Splendido, Wales. Halcyon Written by Ellie Goulding & Jim Eliot. Published by Global Talent Publishing / Sony ATV. Produced by Jim Eliot & Ellie Goulding. Acoustic Guitar & Bass: Ellie Goulding. Drums, Synths, Piano, Percussion, Drum Programming & Sound FX: Jim Eliot. Mixed by Tom Elmhirst. Assisted by Ben Baptie. Recorded at Studio Splendido, Wales. Figure 8 Written by Ellie Goulding & Jonny Lattimer. Music arranged by Rufio Sandilands and Rocky Morris. Published by EMI Music Publishing Ltd. / Global Talent Publishing / Warner Chappell Music Ltd. Produced by MONSTA for JHO Management. Additional production & mix by Mike Spencer. Vocal production by Jonny Lattimer. Additional vocal production by MONSTA and Mike Spencer. All Instruments by Rufio Sandilands, Rocky Morris & Mike Spencer. Recorded by MONSTA and Mike Spencer. Recorded at The Ballroom, London, UK. Mixed at The Larks Tongue, Buckinghamshire J OY Written by Ellie Goulding & Jim Eliot. Published by Global Talent Publishing / Sony ATV. Produced by Jim Eliot & Ellie Goulding. Drums, Synths, Piano, Percussion, Drum Programming & Sound FX: Jim Eliot. Mixed by Tom Elmhirst. Assisted by Ben Baptie. Recorded at Studio Splendido, Wales. H a n g i n g O n Written by Patrick James Grossi & Ariel Rechtshaid. Published by Lion of God, all rights administered worldwide by Kobalt Music Group, Ltd (ASCAP) / Sun Rooms Recodings (ASCAP). Produced by Billboard

for Prescription Songs. Engineered by Richard Vincent. Assisted by Philippe Dumais. Mixed by Tom Elmhirst. Assisted by Ben Baptie. Recorded at Red Rhino Studios, Canada. E x p l o si o n s Written by Ellie Goulding & John Fortis. Published by Global Talent Publishing / Reverb. Produced by John Fortis for XL Talent. Keyboards & Programming: John Fortis. Violin: Kirsty Mangan. Additional programming: Ashley Krajewski. Recorded by Ashley Krajewski & George Murphy. Mixed by Tom Elmhurst, Assisted by Ben Baptie. I Know You Care Written by Justin Parker & Ellie Goulding. Published by Sony / ATV Music Publishing / Global Talent Publishing. Produced & Mixed by Justin Parker. Piano, Programming & BVs: Justin Parker. A t l a n t is Written by Ellie Goulding & Jim Eliot. Published by Global Talent Publishing / Sony ATV. Produced by Jim Eliot & Ellie Goulding. Electric Guitar: Ellie Goulding. Drums, Synths, Piano, Percussion, Drum Programming & Sound FX: Jim Eliot. Mixed by Tom Elmhirst. Assisted by Ben Baptie. Recorded at Studio Splendido, Wales. D e a d I n Th e W a t e r Written by Ellie Goulding & Fin Dow-Smith. Published by Global Talent Publishing / Warner Chappell Music Ltd. Produced by Starsmith. Piano, Synthesizers & String Arrangement by Fin Dow-Smith. Violin by Kirsty Mangan & Hannah Dawson. Viola: Natalie Holt. Cello: Rachael Lander. Strings Engineered by Adam Miller, Assisted by John Prestage. Mixed by Tom Elmhirst. Assisted by Ben Baptie. Recorded at Starsmith HQ, UK & Air Studios, UK. I NEE D YOUR LO V E Written by Calvin Harris & Ellie Goulding. Published by EMI Publishing / Global Talent Publishing. Produced & mixed by Calvin Harris. Calvin Harris appears courtesy of Columbia Records. All instruments performed by Calvin Harris. Recorded at EMI Studios, London & Fly Eye Studio, London. I Need Your Love licensed courtesy of Columbia Records. H a n g i n g O n F EAT . T I N I E TE M PA H All credits as per track 8 except written by Patrick James Grossi, Ariel Rechtshaid & Patrick Okogwu. Rap Vocals: Tinie Tempah. Tinie Tempah appears courtesy of Disturbing London Records & Parlophone Records. LIGHTS Written by Ellie Goulding, Richard Stannard & Ash Howes. Published by Global Talent Publishing / Major 3rd Music Publishing Ltd / BMG Rights Management / Sony / ATV Music Publishing (UK). Produced & mixed by Richard Biff Stannard for Biffco / 365 Artists & Ash Howes for Big Life Management. Vocals & Guitar by Ellie Goulding. Programmed by Steve Malcomson. Bass & Keys by Richard Biff Stannard. Drums & Keys by Ash Howes. R I TUAL Written by Ellie Goulding, Biff Stannard & Ash Howes. Music written by Rufio Sandilands & Rocky Morris. Published by EMI Music Publishing Ltd. / Global Talent Publishing / Major 3rd Music Publishing Ltd / BMG Rights Management / Sony ATV (ASCAP). Produced by MONSTA for JHO Management. Vocals Produced by Biff Stannard & Ash Howes. Keys, Programming, Backing Vocals & Drums: Rufio

Sandilands. Keys, Programming & Drums: Rocky Morris. Additional Keyboards: Ash Howes. Recorded by MONSTA. Additional programming & mix by Ash Howes. Recorded at The Ballroom, London & recorded at Biffco Studios, Brighton. Mixed at The Larks Tongue, Buckinghamshire. In My City Written by Ellie Goulding & Mathieu Jomphe. Published by Global Talent Publishing / X8 Music / Prescription Songs (SOCAN/ASCAP) Produced by Billboard for Prescription Songs. Guitar: Philippe Look. Engineered by Marc Bell. Assisted by Philippe Dumais. Mixed by Tom Elmhirst. Assisted by Ben Baptie. Recorded at Troublemakers Studio, Montral Qc Canada. W I T H OUT YOUR LO V E Written by Ellie Goulding & Fin Dow-Smith. Published by Global Talent Publishing / Warner Chappell Music Ltd. Produced by Starsmith. Vocals & Electric Guitar: Ellie Goulding. Bass, Electric Guitar, All Percussion, Rhodes, Backing Vocals & All Keyboards: Fin Dow-Smith. Drums: Joe Clegg. Drums Engineered by Lee Slater. Mixed by Tom Elmhirst. Assisted by Ben Baptie. Recorded at Starsmith HQ & Strongroom Studios. A n y t hi n g C o u l d H a p p e n ( B l o o d D i a m o n ds r e mi x ) Remixed by Blood Diamonds. Jim Eliot appears for & on behalf of Solar Management Ltd. Strings & choir on tracks 4, 7 & 10. Violins: Richard George (Leader), Rick Koster, Natalia Bonner, Gareth Griffiths, Kate Robinson, Matty Ward, Gillon Cameron, Emma Parker, Nina Foster & Olli Langford. Violas: John Metcalfe, Fiona Bonds & Max Baillie Cellos: Ian Burdge, Sophie Harris & Jonny Byers. Strings & choir arranged & conducted by Sally Herbert, for & on behalf of Solar Management Ltd. Strings/Choir engineered by. Graham Archer. Strings/Choir assistant: Joel M. Recorded at Sarm Studios. Mastered by Naweed at Whitfield Mastering, London, except track 13 mastered by Karen Thompson at The Exchange Mastering Studios, London. H a n g i n g O n vid e o Directed & Produced by Ben Newbury. A n y t hi n g C o u l d H a p p e n vid e o Directed by Floria Sigismondi. Produced by Dawn Rose. Pa p e r P l a n e s & P l ayg r o u n d G a m e s A short film from a year on the road with Ellie, filmed & produced by Joe Clegg for Artclub Creative Ltd. Edited by: Grant Fletcher. Additional Filming by: Hayley Clegg & Lauren G lucksman. Exec producer: Matt Brunton. www.artclubcreative.com

All the following people have helped me in the making of this record: Jim Eliot and family, Starsmith, Billboard, MONSTA, Tom Elmhirst, Justin Parker, Biff Stannard & Ash Howe, and Joe Kearns at British Grove Studios. Ferdy Unger-Hamilton, David Joseph, Hannah Neaves, Susie Ember, Jamie Spinks, Joe Munns, Orla Lee-Fisher, James Bass, Shaddow, Aaron Bogucki, Gareth Evans, Manish Arora and Gavin Hughes @ Polydor; Ed Scott, Hass Choudhury & Kate Rock. James Whitting, Kirk Sommer, Charlotte Harris. Jimmy Iovine, Martin Kierszenbaum, Jen Bowling and all at Cherrytree and Interscope. For you I give eternal thanks and gratitude... Other special thank yous go to my incredible friends, my family, Skrillex and all the dogs. And a huge thank you to Cass, Alan, Sarah and everyone at TurnFirst. Lastly a thank you to my best friend and manager Jamie Lillywhite. Thanks for putting up with me for this long and always having faith. Wouldnt have done any of this without you and Im forever grateful for your patience and time.

A&R Jamie Lillywhite. Photography by Simon Procter. Art direction by Ellie Goulding, Cassandra Gracey @ Turn First Artists & Hannah Neaves. Design by Richard Andrews.