1. DISLOYAL ORDER OF WATER BUFFALOES 3. SHE S MY WINONA 5. HEADFIRST SLIDE INTO COOPERSTOWN ON A BAD BET 7. (COFFEE S FOR CLOSERS) w.a.m.s.

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2 EXCEPT 11, PRODUCED BY THE NEPTUNES PRODUCED AND MIXED BY NEAL AVRON, 15. I DON T CARE VIDEO BONUS 14. I DON T CARE COBRA STARSHIP SUAVE SUAREZ REMIX TRACK BONUS 13. WEST COAST SMOKER BLEED NOSE DOLLAR w.a.m.s. BLEWS TIFFANY CATCH, DONNIE A WHAT (COFFEE S FOR CLOSERS) STANDARD GOLD (SHIPPED) THE HEADFIRST SLIDE INTO COOPERSTOWN ON A BAD BET SUITEHEARTS AMERICA S SHE S MY WINONA CARE DON T I DISLOYAL ORDER OF WATER BUFFALOES / pc 2008 THE ISLAND DEF JAM MUSIC GROUP, 825 8TH AVE., NY, NY DISTRIBUTED BY UNIVERSAL MUSIC DISTRIBUTION. ALL RIGHTS RESERVED.

3 PATRICK VAUGHN STUMP

4 PETER LEWIS KINGSTON WENTZ

5 JOSEPH MARK TROHMAN

6 ANDREW JOHN HURLEY

7 All music and lyrics by Fall Out Boy, Sony/ATV Songs LLC/Chicago X Softcore Songs (BMI), except w.a.m.s, Sony/ATV Songs LLC/Chicago X Softcore Songs (BMI)/Waters of Nazareth Publishing/EMI Blackwood Music, Inc. (ASCAP) and I Don t 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 The Pass Studios and The Casita, Hollywood, CA. Engineer and Protools: Erich Talaba. Assistant engineers at The Pass: Zephyrus Sowers and Kiki Cholewka. / w.a.m.s. produced by The Neptunes / Recorded by Andrew Coleman at Record Plant, Los Angeles, CA. Assisted by Ryan Kennedy. Synthesizer by Pharrell. / Mixed at Paramount Recording Studios, Hollywood, CA. Mix assistant: Nicolas Fournier. / Mastered by Ted Jensen at Sterling Sound, NYC. / Horns on I Don t Care and Headfirst Slide Into Cooperstown On A Bad Bet arranged by Darrell Leonard and Patrick Vaughn Stump. / Trumpet & Trombonium: Darrell Leonard. Trombones: Ira Nepus and Ken Kugler. Tenor and Bari Saxophone: Tom Petterson. / Additional vocals on Tiffany Blews by Lil Wayne and Alex DeLeon of The Cab. / 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. / Piano and additional vocals on 20 Dollar Nose Bleed by Brendon Urie of Panic At The Disco. / Additional vocals on West Coast Smoker by Deborah Harry. / Horns on She s My Winona, (Coffee s For Closers) and 20 Dollar Nose Bleed arranged by Jerry Hey and Patrick Vaughn Stump. / Trumpets: Gary Grant and Jerry Hey. Trombones: Bill Reichenbach and Steve Holtman. / Strings on What A Catch, Donnie and (Coffee s For Closers) arranged and conducted by Tony Visconti. / Concertmaster and contractor: Antoine Silverman. / Violins: Antoine Silverman, Lorenza Ponce, Dale Paul Woodiel, Maxim Moston. Viola: Andra Voldins, David N. Creswell. Cello: Anja Wood, Dave Eggar. Strings recorded at Avatar Studios, New York. Strings engineer: Mario McNulty. Assistant engineer: Bob Mallory. / Elvis Costello appears courtesy of Decca Records. Lil Wayne appears courtesy of Cash Money/Universal Records. Deborah Harry appears courtesy of Five Seven Music. 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 / Booking: Andrew Simon for CAA / Legal: Mike McKoy / Tour Management: Henry Bordeaux / Touring Crew: Mike Baehler, Esteban Caracciolo, Kyle Chirnside, AJ Nosek, Dave Rupsch, Brian Diaz, Jefferey Kadaver Thoreen, Matt Steinke, Andres Stewart, Marcus Johnson, Jim Sevcik, Glenn Knoblauch, Ron Vickers, Justin Thompson / A&R for Island Def Jam Music Group: David Massey / A&R Coordination: Evan Lipschutz / Marketing: Gabriela Schwartz / A&R for Fueled By Ramen Records: John Janick / A&R Administration: Tara Bryan / Photography: Pamela Littky / Art Direction: Fall Out Boy / Design: Andy West / Art Coordination: JP Robinson / Cover Artwork: Luke Chueh for gallery1988.com / Inside Artwork: Ronald Kurniawan / Business Affairs: Heath Kudler, Antoinette Trotman, Ian Allen / Package Production: Carol Corless Thank you to everyone involved in this record. Thank you to: Orange, Marshall, Mesa Boogie, Shure, Sabian, Vic Firth, DW, Dean Markley, Dunlop, Remo, Tour Supply, Ultimate Ears To get our lyrics and be a part of our art, log onto Go to and use your CD to download your free track & more! Compatible hardware, software and Internet access required. CD and registration is required for access to the content located at Falloutboyrock.com/bonus. The Fall Out Boy Bonus Area is available from 12:01am Eastern Standard Time 11/04/2008 through 12/31/2009. The access granted to you is not transferable, not redeemable for cash and cannot be returned for a cash refund or exchanged. The Island Def Jam Music Group, their parents, licensees, affiliates, and licensors are not responsible for any internet service provider charges that may apply or any loss or damage resulting from your use of this feature. To join The Overcast Kids (Fall Out Boy Fan Club) please go to Uniforms by: Please visit

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9 THANK YOU TO ALL OUR FANS, FRIENDS AND LOVES Y O U R A R T I S B E I N G C O N T R O L L E D B Y Y O U