Digital Booklet - Pocketful of Sunsh

1. P U T YO U R A R M S A R O U N D M E

Written by Natasha Bedingfield, Steve Kipner, Andrew Frampton and Wayne Wilkins / Produced by Natasha Bedingfield, Steve Kipner, Andrew Frampton and Wayne Wilkins / Keyboard / Drum Programming: Wayne Wilkins / Guitar: Nick Lashley / Background Vocals: Natasha Bedingfield, Steve Kipner, Andrew Frampton and Wayne Wilkins / Mixed by Manny Marroquin at Larrabee Studios, Los Angeles, CA / Assisted by Jared Robbins / © 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.

That original feeling never went away / That’s why I’m standin’ here today / So many ups and downs but nothing’s changed / That’s why I know I’m here to stay / So put your arms around me and then stay there forever / Let it always be this way you and me together / So put your arms around me and I’ll never let go / 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 feeling never went away / That’s why I’m standin’ here today / Ain’t nobody gonna take your place / Only you make me feel this way / So many ups and downs but nothing’s changed / That’s why I know I’m here to stay / Ain’t nobody gonna replace / Only you make me feel this safe / I can’t explain what’s the glue that holds us in / I can’t refrain, if I had the chance I’d do it over again / So put your arms around me

2. P O C K E T F U L O F S U N S H I N E

Written by Natasha Bedingfield, Danielle Brisebois and John M. Shanks / Produced by John Shanks / Recorded by Jeff Rothschild / Mixed by Manny Marroquin at Larrabee Studios, Los Angeles, CA / Recorded at Starstruck, Nashville, TN and Henson Recording Studios, Hollywood, CA / Assistant Engineers: Aaron Kasdorf and Jared Robbins / ProTools Editing by Lars Fox / Guitars, Bass and Keyboards by John Shanks / Drums and Programming by Jeff Rothschild / Guitar by Wendy Melvoin / Keyboards by Charlie Judge / Contractor: Shari Sutcliffe / Background Vocals by Natasha Bedingfield, John Shanks and Danielle Brisebois / © 2007 EMI Blackwood Music (BMI) obo itself, Gator Baby Music and EMI Music Pub. Ltd.

I got a pocket - got a pocketful of sunshine / I got a love and I know that it’s all mine / Do what you want but you’re never gonna break me / Sticks and stones are never 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 but you ain’t gonna own me / Do anything you want you can’t slow me down / Take me away - a secret place / A sweet escape - take me away / Take me away - to better days / Take me away - a hiding place / I got a pocket - got a pocketful of sunshine / I got a love and I know that it’s all mine / Do what you want but you’re never gonna break me / Sticks and stones are never 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 but you ain’t gonna own me / Do anything you can to control me - no, you can’t control me / There’s a place that I go - that nobody knows / Where the rivers flow - and I call it home / 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 takes me for a ride / I smile up to the sky / I know I’ll be alright

3. H A P P Y

Written by Toby Gad, Meleni Smith and Natasha Bedingfield / Produced by Toby Gad / Background Vocals by Natasha Bedingfield, Meleni Smith / Arrangement, All Instruments and Programming by Toby Gad / Vocals Recorded at the Miramar in Santa Monica, CA / Mixed by Toby Gad at Strawberrybee Studios, New York, NY /© 2007 Sony ATV (ASCAP) / Cherry Lane Music / EMI

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, man - it all seems meaningless / Wish that I could step away and breathe / this world's tryin’ to swallow me / Clear away the clouds inside my head / Someone just tell me / That it's okay now - What are you worryin’ about? / Got my dreams, got my life, got my love / Got my friends, got the sunshine above / why'm I makin’ this hard on myself / when there's so many beautiful reasons I have to be happy / People lie, people hide, people cry / People fight - and they don't know why / If fear is all that we should fear, then what are we so afraid of? / Cuz fear is only in our heads / Any day I go mad thinkin’ that / everyone is against me - and the world wants to fight me / Preparing to battle an enemy unseen / During my stressin’ I am blinded to the lessons / that could be a blessin’ if I'd be confessin’ / that the enemy I'm trying to beat is hiding in me / Keep your grind on girl / It's your life - it's your world

4. LOV E L I K E T H I S featuring Sean Kingston

Written by The Runaways, Louis Biancaniello, Rico Love, Ryan Tedder, Sam 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 Henson Recording Studios, Hollywood, CA and Record Plant Recording Studios, Hollywood, CA / Assisted by Keith Gretlein, Matt Serrecchio and Nate Hertweck / Additional Background Vocals by RaVaughn Brown / Sean Kingston’s Vocals Engineered by Greg Ogan at Chalice Studios, Los Angeles, CA / © 2007 S.M.Y. Publishing /SONY ATV (ASCAP) / EMI April Music, Inc. (ASCAP) / UR-IV Music (ASCAP) / Write 2 Live (ASCAP), administered worldwide by Kobalt Music Publishing America, Inc. (ASCAP) / Breakthrough Creations/EMI April Music (ASCAP) / Wayne Wilkins Music (BMI) / Eyes Above Water (ASCAP) / BHEIGHTSMUSIC (ASCAP)

Boy we go back so far / Swinging in your backyard / All the things that we used to do / We were cool back in high school / Ooh I really liked you / Must’ve been your attitude / And that’s why you keep on runnin’ in and out of my mind / As the years they all roll by / Baby now I know why / I keep comin’ back to you / You’re the only one that knows me / Love it when you hold me / I’ll never find 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 glad you found me / Wrap your world around me / You’ll never find a love like this / Other guys tried to take me / You’re the one who saved me / I feel like I owe you my life / And as strange as it may seem / I’ll go if you take me / I’m willing to sacrifice / That’s why you keep on runnin’ in and out of my mind / As the years they all roll by / It’s not hard to know why / I keep comin’ back to you / 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 not to leave me now / My friends they always told me / Not to make you my wifey / Man they was puttin’ you down / And now they see we rollin’/ Me and you we strollin’/ They don’t wanna come around

5. P I E C E O F YO U R H E A R T

Written by Natasha Bedingfield, Jonathan Rotem, Danielle Brisebois / 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 Chalice Recording Studios, Los Angeles, CA / Mixed by Phil Tan for RiotProof

Productions at Soapbox Studios, Atlanta, GA / Assisted by Josh Houghkirk / © 2007 EMI / Jonathan Rotem Music/Sony ATV Music Publishing, LLC (BMI) / EMI Blackwood Music Inc. (BMI) on behalf of Itself and Gator Baby Music

I know you’re trying to make me happy / I know you’re doing it your way way / And I don’t always make it easy / To know the perfect words to say say / If you wanna give me what I want / Listen / Cuz I’m gonna tell you what I need / So bad / If you wanna give me what I crave / Hold me / So I can feel your love / When the craziness begins to get to me / Just need a hand to hold just be that somebody / It’s your tenderness that’s gonna make it right / I want a piece of your heart not a piece of your mind / You’re always trying to solve the puzzle / You always wanna fix what’s broke / You keep searching through the rubble / And never want to let it go / Sometimes it feels like I’m raining on the inside / And all things that I’m trying I don’t get it right / And sometimes yeah I fall but I get up / It takes a while but I get there in my own time / Love is a very wide open door / You can go through every time you want more / Why do I feel like the glass is half full? / When I’ve got enough of it to fill a swimming pool

6. S O U L M AT E

Written by Natasha Bedingfield, David Tench and Mads Hauge / Produced by Patrick Leonard and Natasha Bedingfield / Original Vocal Production by David Tench and Mads Hauge / Strings Arranged and Cello by Vanessa Freebirn / Violins: Carla Campell, Neel Hammond / Viola: Hanoh / Guitars: Mads Hauge / Recorded at Henson Studios, Los Angeles, CA by Brian Scheuble / Mixed by Manny Marroquin at Larrabee North Studios, Los Angeles, CA / Assisted by Jared Robbins / © 2007 EMI Blackwood Music Inc. (BMI) obo EMI Music Pub. Ltd.

Incompatible, it don't matter though / Cuz someone's bound to hear my cry / Speak out if you do / You're not easy to find / Is it possible Mr. Loveable / Is already in my life? / Right in front of me / Or maybe you're in disguise / Who doesn’t long for someone 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 everyone / Here we are again, circles never end / How do I find the perfect fit / There’s enough for everyone / But I’m still waiting in line / Most relationships seem so transitory / They’re all good 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 definitely 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 everything / 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 provide 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 angel / Protect you from the pain / I'll keep you safe from danger / You'll never hurt again no more / I'll be your a-n-g-e-l / I’ll be your angel / Just like the moon I'll step aside / And let your sunshine while / I follow behind cuz baby what you got / You deserve all the props you’re everything / I'm not I'm so glad you’re mine / Tell me why are there so many good / Men in the world misunderstood / He's a dog, he's no good / I wish somebody would / Disrespect my man / You gon have to come see me / I go hard for my baby / He's all that I need / So if you gotta good one / Put your hands up / C'mon girl and stand up / Go ahead lift your man up / Get up / If you gotta good one / Put your hands up / C'mon girl and stand up / Go ahead lift your man up / Get up

9. B AC K YA R D

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 Robbins / © 2007 EMI April Music Inc. (ASCAP) obo itself & Kurstin Music / EMI Blackwood Music Inc. (BMI) of EMI Music Pub. Ltd.

I used to care so much about what others think about / I almost didn't have a thought of my own / The slightest remark would make me embark on a journey of self doubt / But that was a while ago / This girl has got stronger - and if I knew then what I know now / I would have told myself don't worry any longer it's okay / Because a face without freckles is like a sky without the stars / Why waste a second not loving who you are / Those little imperfections - make you beautiful - loveable - valuable / They show your personality - inside your heart / Reflecting who you are / I wondered if I could trade my body with somebody else in magazines / Would the whole world fall at my feet / I felt unworthy and would blame my failures on the ugliness I could see / When the mirror looked at me / Sometimes I still feel - like that little girl / Who doesn't belong in her own world / But I'm getting better at reminding myself

11. W H O K N OW S

Written by Natasha Bedingfield 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 / Assistant Engineer: Alex Dromgoole / © 2007 EMI Blackwood Music Inc. (BMI) obo EMI Music Pub. Ltd.

It’s been too long / Don’t think I’ve seen you smile at me for quite a while / And we’re too busy doing things / We haven’t noticed what’s missing / Where’s the fun we used to have? / My childish ways and your sarcasm / Silly jokes and fairy tales / Where did we leave them? / Lost in the backyard / Your lasso, my tiara / My wand, your plastic bazooka / Why can’t we be how we were / In 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 the backyard / Simple days of hand in hand / And drawing our names in the sand / Somehow life just complicates / Our buried treasure it just waits / Lost in the backyard / You can still meet me in the garden / You and I and hide behind the roses bed / You and I / You and I / Lost in the backyard again

I’m in like with you / Not in love with you quite yet / My heart’s beginning to / Slightly overrule my head / Oh no, oh no / My self control / It won’t hold up for very long / Oh no, oh no / You touch my soul / I can’t help falling too fast for you / Can you hold on a bit / Stop before we go / Cuz I might need a moment / And I wouldn’t wanna spoil it / Who knows if I am ready or not / Only time will tell / Who knows if we are ready to make this something / 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 / Background Vocals by Natasha Bedingfield / Arrangement, All Instruments and Programming by Toby Gad / Vocals Recorded at the Miramar in Santa Monica, CA / Mixed by Toby Gad at Strawberrybee Studios, New York, NY/ © 2007 EMI / Cherry Lane Music Publishing Inc.

Written and Produced by Natasha Bedingfield, Steve Kipner, Andrew Frampton and Wayne Wilkins / Keyboards/Programming: Wayne Wilkins, Andrew Frampton / DW Drums and Meinl Cymbals: Trevor Lawrence exclusively / Strings: Richard Altenbach, Leader, Contractor/Arranger for String Orchestra / Violin: Julie Gigante, Natalie Leggett, Mark Robertson / Viola: Keith Greene / Cello: Sebastian Toettcher, Victor Lawrence / Bass: Michael

Valerio / Recorded at The Sweatbox, Los Angeles, CA and The Phono Room, London, UK / Strings Recorded at Entourage Studios, Los Angeles, CA / Drums Recorded at: Sonora Recorders, Los Angeles, CA / Mixed by Manny Marroquin at Larrabee Studios, Los Angeles, CA / Assisted by Jared Robbins / © 2007 EMI April Music Inc. (ASCAP) obo itself, Stephen A. Kipner Music, InGenius Songs Ltd. / EMI Blackwood Music Inc. (BMI) obo EMI Music Pub. Ltd.

What if I squeezed myself into any shape / And I still don’t fit / What if I bend myself so much that I break / And I can’t mend it / What if I burned so bright that the fire goes out / And I can’t stay lit / What’s the point in it / I could get good at crying crocodile tears / Just to get along / I could carry on telling you what you want to hear / Till my voice is gone / But if I finally get to the place that I think is home / And I don’t belong / What’s the point in it / Where’s the benefit / When I’m gaining all but I’m losing it / It’s not worth having / If it’s too much to hold / It can dig so 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 thought was precious just a pile of stones / I might have the treasure but I’d be lying alone / Just a pile of pirate bones / If I forfeit my soul it ain’t worth having / If it’s something I stole it ain’t 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 / Could I live with it / And if it’s true that having too much of any good thing / Can only make me sick / What’s the point in it / Where’s the benefit / When I’m gaining all, but I’m losing it

13. N OT G I V I N ’ U P

Written by Natasha Bedingfield, Nate “Danja” Hills, Steve Kipner / Produced by Nate “Danja” Hills / Mixed by Marcella "Ms. Lago" Araica at Larrabee Studios, Los Angeles, CA and Metropolis Studios, UK / Assisted by Katia Lewin and Matt Paul / Additional Vocal Engineering by Dan Frampton / Danja 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

burned up / With the negative heat / How can I stay mad with you? / When I’m so in love with you / I don’t know what we argue about / When all we do is scream and shout / I still believe in our love right now / And it’s gonna work out somehow / You and me 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 all the fuss you’re making / Is a sign that you’re not quite sure / Well, I don’t recommend you do / Cuz what we got’s too good to lose / And I can tell you know that too / Or is it just aggravation / You’re picking on me / You’re rubbing salt in my wounds / Maybe just a kind word now and then / Could turn it around and make us a happy end / But if this is it and the moment is gone / Well then I guess I must have just got it wrong / As wise as it sounds it just doesn’t make sense / And as long as it takes I’m gonna keep on trying / Cuz I’m not giving up on us / I’m not giving up, no Mastered by Dave Kutch at The Mastering Palace, NYC Management: David Sonenberg and William Derella for DAS Communications, Ltd. Neale Easterby and Richard Ramsey for Empire Artist Management A&R: Keith Naftaly Design: Michelle Holme Cover Photo: James White Packaging Photos: John Akehurst

natashabedingfieldusa.com natashabedingfield.com © 2007 SONY BMG MUSIC ENTERTAINMENT / “Epic” and E Reg. U.S. Pat. and Tm. Off. Marca Registrada. G0100013199957

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 anything. / 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 connect 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, producers 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 dedication. / 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.