TRACK 1: Dark Fantasy
(K. West, R. Diggs, E. Wilson, J. Bhasker, M. Dean, M. Jones, J. Anderson, M. Oldfield)
Please Gimme My Publishing/EMI Blackwood Music Inc. (BMI)/Ramecca Music/Universal Music-Careers Publishing (BMI)/Let The Story Begin Publishing/Chrysalis Songs (ASCAP)/Way Above Music (BMI)|Sony ATV Songs LLC (BMI)/Copyright Control/Warner-Tamerlane Publishing Corp. (BMI)/Opio Publishing (BMI), all rights administered by Warner-Tamerlane Publishing Corp. (BMI)/Stage Three Songs (ASCAP) 0/b/o Stage Three Music Ltd. and Oldfield Music Ltd. (PRS)
Produced by The RZA, Kanye West for Very Good Beats/Hip Hop Since 1978 & No ID for Rich Daily Since 71
Additional production by Jeff Bhasker & Mike Dean for Dean’s List Productions
Recorded by Andrew Dawson, Anthony Kilhoffer & Mike Dean for Dean’s List Productions at Avex Recording Studio, Honolulu, HI and Noah Goldstein at Glenwood Place Studios, Burbank, CA and Platinum Sound Recording, NYC
Mixed by Mike Dean for Dean’s List Productions & Andrew Dawson at Platinum Sound Recording, NYC
Assisted by Gaylord Holomalia, Christian Mochizuki & Phil Joly
Keyboards: Jeff Bhasker
Piano: Mike Dean for Dean’s List Productions
Cello: Chris “Hitchcock” Chorney
Cello Arrangement: Jeff Bhasker & Mike Dean for Dean’s List Productions
Background Vocals: Nicki Minaj, Justin Vernon (Bon Iver)
Additional Vocals: Teyana Taylor and Amber Rose
Nicki Minaj appears courtesy of Young Money/Universal Motown
Justin Vernon (Bon Iver) appears courtesy of Jagjaguwar Records
Teyana Taylor appears courtesy of Star Trak, LLC
Contains samples of “In High Places” by Mike Oldfield, under license and courtesy of Mercury Records Limited. Written by Jon Anderson and Mike Oldfield and published by Warner-Tamerlane Publishing Corp. (BMI) and Opio Publishing (BMI). All rights administered by Warner-Tamerlane Publishing Corp. (BMI)/Stage Three Songs (ASCAP) o/b/o Stage Three Music Ltd. and Oldfield Music Ltd. (PRS). All Rights Reserved
TRACK 2: Gorgeous feat. KiD CuDi & Raekwon
(K. West, E. Wilson, M. Dean, M. Jones, C. Smith, C. Woods, S. Mescudi, G. Clark, R. McGuinn)
Please Gimme My Publishing/EMI Blackwood Music Inc.(BMI)/Let The Story Begin Publishing/Chrysalis Songs (ASCAP)/Copyright Control/Universal Music-Careers (BMI)/Elsie’s Baby Boy Publishing (ASCAP)/Gene Clark Music (BMI) administered by Bug Music (BMI)/Chrysalis One Music Publishing Group, Ltd. (IMRO). All rights on behalf of Chrysalis One Music Publishing Group Ireland administered by Chrysalis One Songs (BMI)
Produced by Kanye West for Very Good Beats/Hip Hop Since 1978, No ID for Rich Daily Since 71 & Mike Dean for Dean’s List Productions
Recorded by Andrew Dawson, Anthony Kilhoffer, Mike Dean for Dean’s List Productions & Christian Mochizuki at Avex Recording Studio, Honolulu, HI and Noah Goldstein & Phil Joly at Electric Lady Studios, NYC
Mixed by Anthony Kilhoffer at Avex Recording Studio, Honolulu, HI and Electric Lady Studios, NYC
Assisted by Christian Mochizuki, Pete Bischoff & Phil Joly
Guitars, Bass, Organ: Ken Lewis
Keys, Drum Programming: Brent Kolatalo
Guitar Solo: Mike Dean for Dean’s List Productions
Cello: Chris “Hitchcock” Chorney
Background Vocals: Tony Williams
KiD CuDi appears courtesy of Universal Motown Records
Contains portions of the composition “You Showed Me,” written by Gene Clark and Roger McGuinn, published by Gene Clark Music (BMI) administered by Bug Music (BMI). Used by permission. Contains elements of “You Showed Me” by Roger McGuinn and Gene Clark © 1965; Copyright Renewed. Chrysalis One Music Publishing Group Ireland, Ltd. (IMRO). All rights on behalf of Chrysalis One Music Publishing Group Ireland administered by Chrysalis One Songs (BMI). All Rights Reserved. Published by Horipro Entertainment Group Inc. d/b/a Sixteen Stars Music (BMI)
TRACK 3: POWER
(K. West, L. Griffin Jr., M. Dean, J. Bhasker, A. Gardner, K. Lewis, F. Bernheim, J. P. Lang, B. Bergman, R. Fripp, M. Giles, G. Lake, I. McDonald, P. Sinfield)
Please Gimme My Publishing|EMI Blackwood Music Inc. (BMI)/Vohndee’s Soul Music Pub. (ASCAP)/Papa George Music (BMI)/Way Above Music (BMI)|Sony ATV Songs LLC (BMI)/Dwele Music (ASCAP)/Kenobi Songs Pub. (BMI)/Warner Chappell Music France (SACEM)/EMI Music Publishing (ASCAP) administered by WB Music Corp. (ASCAP)/Universal Music MGB NA LLC d/b/a Universal Music Careers (BMI)
Produced by S1 & Kanye West
Additional Production by Jeff Bhasker, Mike Dean for Dean’s List Productions & Andrew Dawson
Recorded by Andrew Dawson, Anthony Kilhoffer & Mike Dean for Dean’s List Productions at Avex Recording Studio, Honolulu, HI
Mixed by Manny Marroquin at Larrabee Studios, Los Angeles, CA
Assistant Mix Engineers: Christian Plata & Erik Madrid
Keyboards: Jeff Bhasker & Mike Dean for Dean’s List Productions
Guitar & Bass: Mike Dean for Dean’s List Productions
Cello: Chris “Hitchcock” Chorney
Additional Vocals: Dwele
Chant Vocals: Alvin Fields & Ken Lewis
Engineered by Ken Lewis & Brent Kolatalo
Handclaps performed by Ian Allen, Wilson Christopher, Uri Djemal & Chris Soper
Dwele appears courtesy of E1 Music
Contains elements from the Cold Grits recording “It’s Your Thing,” produced under license from Rhino Entertainment Company, a Warner Music Group Company
Contains elements of “Afromerica” (Francois Bernheim/Jean-Pierre Lang/Boris Bergman) published by Warner Chappell Music France (SACEM)/EMI Music Publishing (ASCAP). All rights administered by WB Music Corp. (ASCAP). All Rights Reserved
Contains material sampled from “21st Century Schizoid Man” performed by King Crimson Taken from the album: In The Court Of The Crimson King and composed by Fripp, McDonald, Lake, Giles & Sinfield (Universal Music Careers on behalf of E.G. Music Ltd. (BMI). Appears courtesy of DGM Ltd. on behalf of King Crimson
TRACK 4: All Of The Lights (Interlude)
TRACK 5: All Of The Lights
(K. West, J. Bhasker, M. Jones, W. Trotter)
Please Gimme My Publishing|EMI Blackwood Music Inc. (BMI)/Way Above Music (BMI)|Sony ATV Songs LLC (BMI)/Copyright Control
Produced by Kanye West for Very Good Beats/Hip Hop Since 1978
Co-Produced by Jeff Bhasker
Recorded by Andrew Dawson, Anthony Kilhoffer & Mike Dean for Dean’s List Productions at Avex Recording Studio, Honolulu, HI & Noah Goldstein at Electric Lady Studios, NYC
Rihanna’s vocals recorded by Marcos Tovar at Westlake Sound Studios, Los Angeles, CA
Mixed by Anthony Kilhoffer at Electric Lady Studios, NYC & Westlake Sound, West Hollywood, CA
Assistant Engineers: Christian Mochizuki, Pete Bischoff & Phil Joly
Keyboards: Jeff Bhasker & Mike Dean for Dean’s List Productions
Piano: Elton John
Brass and Woodwinds: Danny Flam, Tony Gorruso & Ken Lewis
Horn Arrangement: Ken Lewis
Engineered by Brent Kolatalo
Orchestral Arranger & Conductor: Rosie Danvers
Producer: Tommy D
Trumpets: Mike Lovatt, Simon Finch, Andy Gathercole
French Horns: Tim Anderson, Tom Rumsby, Richard Ashton
Trombone: Mark Frost, Philip Judge
Flute: Chloe Vincent
Violins: Kotono Sato, Jenny Sacha
Viola: Rachel Robson
Cello: Rosie Danvers, Chris “Hitchcock” Chorney
Cello Arrangement: Mike Dean for Dean’s List Productions
Additional Vocals: Rihanna, KiD CuDi, Tony Williams, The-Dream, Charlie Wilson, John Legend, Elly Jackson (La Roux), Alicia Keys, Elton John, Fergie, Ryan Leslie, Drake, Alvin Fields & Ken Lewis
KiD CuDi appears courtesy of Universal Motown Records
Charlie Wilson appears courtesy of Jive Records
John Legend appears courtesy of Getting Out Our Dreams/Sony BMG Music Entertainment
Elly Jackson (La Roux) appears courtesy of Interscope Records
Alicia Keys appears courtesy of J Records
Elton John appears courtesy of Mercury Records Limited
Fergie appears courtesy of Interscope Records
Drake appears courtesy of Young Money Entertainment/Cash Money Records
TRACK 6: Monster feat. JAY-Z, Rick Ross, Nicki Minaj & Bon Iver
(K. West, S. Carter, P. Reynolds, M. Dean, W. Roberts, O. Maraj, J. Vernon, J. Bhasker)
Please Gimme My Publishing/EMI Blackwood Music Inc. (BMI)/EMI April Music, Inc./Carter Boys Music (ASCAP)/Copyright Control/Copyright Control/First-N-Gold Publishing/Sony ATV Songs LLC (BMI)/Harajuku Barbie Music (BMI)/April Base Publishing (ASCAP)/Way Above Music (BMI)|Sony ATV Songs LLC (BMI)
Produced by Kanye West for Very Good Beats/Hip Hop Since 1978
Additional production by Mike Dean for Dean’s List Productions & Plain Pat
Recorded by Andrew Dawson, Anthony Kilhoffer & Mike Dean for Dean’s List Productions at Avex Recording Studio, Honolulu, HI
Mixed by Mike Dean for Dean’s List Productions at Electric Lady Studios, NYC and Glenwood Place Studios, Burbank, CA
Assisted by Gaylord Holomalia, Christian Mochizuki & Pete Bischoff
Piano: Jeff Bhasker
Background Vocals: Justin Vernon (Bon Iver)
Nicki Minaj appears courtesy of Young Money/Universal Motown
Bon Iver appears courtesy of Jagjaguwar Records
TRACK 7: So Appalled feat. Swizz Beatz, JAY-Z, Pusha T, Prynce Cy Hi & The RZA
(K. West, E. Wilson, M. Dean, S. Carter, T. Thornton, C. Young, K. Dean, R. Diggs, M. Mann)
Please Gimme My Publishing/EMI Blackwood Music Inc. (BMI)/Let The Story Begin Publishing/Chrysalis Songs (ASCAP)/Copyright Control/EMI April Music, Inc./Carter Boys Music (ASCAP)/Neighborhood Pusha Publishing (BMI)/Bu Vision/Swizz Beats Publishing (SESAC)/Ramecca Music/Universal Music-Careers Publishing (BMI)/Scalehand Limited
Produced by Kanye West for Very Good Beats/Hip Hop Since 1978 & No ID for Rich Daily Since 71
Co-Produced by Mike Dean for Dean’s List Productions
Recorded by Andrew Dawson, Anthony Kilhoffer & Mike Dean for Dean’s List Productions at Avex Recording Studio, Honolulu, HI and Noah Goldstein & Pete Bischoff at Electric Lady Studios, NYC
Mixed by Mike Dean for Dean’s List Productions at Electric Lady Studios, NYC
Assisted by Gaylord Holomalia, Christian Mochizuki & Pete Bischoff
Keyboards: Mike Dean for Dean’s List Productions & Jeff Bhasker
Cello: Chris “Hitchcock” Chorney
Cello Arrangement: Mike Dean for Dean’s List Productions
Contains samples of the Manfred Mann’s Earth Band recording “You Are – I Am.” Produced under license from Warner Bros. Records Inc. by arrangement with Rhino Entertainment Company, a Warner Music Group Company. Used courtesy of Creative Music Limited. Written by M. Mann, published by Scalehand Limited
TRACK 8: Devil In A New Dress feat. Rick Ross
(K. West, R. Harrell, M. Dean, W. Roberts, M. Jones, C. King, G. Goffin)
Please Gimme My Publishing|EMI Blackwood Music Inc. (BMI)/One Shot Deal Muzak (SESAC)/Copyright Control/First-N-Gold Publishing/Sony/ATV Songs, LLC (BMI)/Screen Gems-EMI Music Inc. (BMI)
Produced by Bink! for One Shot Deal
Additional Production by Mike Dean for Dean’s List Productions
Recorded by Andrew Dawson, Anthony Kilhoffer & Mike Dean for Dean’s List Productions at Avex Recording, Honolulu, HI and Noah Goldstein at Electric Lady Studios, NYC
Mixed by Mike Dean for Dean’s List Productions at Electric Lady Studios, NYC
Assisted by Gaylord Holomalia, Christian Mochizuki & Pete Bischoff
Bass, Guitar & Piano: Mike Dean for Dean’s List Productions
Contains samples of the recording “Will You Still Love Me Tomorrow” as performed by Smokey Robinson. Courtesy of Motown Records under license from Universal Music Enterprises. Used by permission. All rights reserved
Written by C. King and G. Goffin, published by Screen Gems-EMI Music Inc. (BMI)
TRACK 9: Runaway feat. Pusha T
(K. West, E. Haynie, T. Thornton, J. Bhasker, M. Dean, M. Jones, J. Branch)
Please Gimme My Publishing/EMI Blackwood Music Inc. (BMI)/Heavycrate (ASCAP)/Sony ATV/Neighborhood Pusha Publishing (BMI)/Copyright Control/Way Above Music (BMI)|Sony ATV Songs LLC (BMI)/Metrolina Pub. Co. Inc. (BMI)
Produced by Kanye West for Very Good Beats/Hip Hop Since 1978
Co-Produced by Emile, Jeff Bhasker & Mike Dean for Dean’s List Productions
Recorded by Andrew Dawson, Anthony Kilhoffer & Mike Dean for Dean’s List Productions at Avex Recording Studio, Honolulu, HI
Assisted by Christian Mochizuki
Mixed by Anthony Kilhoffer at Westlake Sound Studios, Los Angeles, CA
Assistant Mix Engineer: Cary Clark
Background Vocals: Tony Williams
Additional Vocals: The-Dream
Keyboards: Jeff Bhasker
Cello: Chris “Hitchcock” Chorney
Contains a sample of “Expo 83” performed by Backyard Heavies, used courtesy of Gusto Records. Written by J. Branch and published by Metrolina Pub. Co. Inc. (BMI)
Contains excerpts from Rick James ‘Live at Long Beach, CA’ 1981
Courtesy of Universal Music Enterprises. Used by permission. All rights reserved
TRACK 10: Hell Of A Life
(K. West, M. Caren, E. Wilson, M. Dean, S. Stewart, T. White, T. Butler, A. Iommi, J. Osbourne, W. Ward)
Please Gimme My Publishing/EMI Blackwood Music Inc. (BMI)/Mike Caren Publishing Designee/Let The Story Begin Publishing/Chrysalis Songs (ASCAP) Papa George Music (BMI)/Clears Music, Inc. (BMI)/Combine Music Corp. (BMI)/Essex Music International
Produced by Kanye West for Very Good Beats/Hip Hop Since 1978
Co-Produced by Mike Caren, No ID for Rich Daily Since 71 & Mike Dean for Dean’s List Productions
Recorded by Andrew Dawson, Anthony Kilhoffer & Mike Dean for Dean’s List Productions at Avex Recording Studio, Honolulu, HI and Noah Goldstein at Electric Lady Studios, NYC
Mixed by Mike Dean for Dean’s List Productions, Anthony Kilhoffer & Andrew Dawson at Electric Lady Studios, NYC & Platinum Sound Recording, NYC
Assisted by Gaylord Holomalia, Christian Mochizuki & Pete Bischoff
Additional drum programming: Anthony Kilhoffer
Keyboards: Mike Dean for Dean’s List Productions
Additional Vocals: Teyana Taylor & The-Dream
Teyana Taylor appears courtesy of Star Trak, LLC
Contains samples of the Mojo Men recording “She’s My Baby.” Produced under license from Rhino Entertainment Company, a Warner Music Group Company. Written by Sylvester Stewart, published by Clears Music, Inc. (BMI). All Rights Reserved
Contains samples of the Tony Joe White recording “Stud-Spider.” Produced under license from Warner Bros. Records Inc. by arrangement with Rhino Entertainment Company, a Warner Music Group Company. Written by T. White, published by Combine Music Corp. (BMI)
Contains portions of “Iron Man,” written by T. Butler, A. Iommi, J. Osbourne and W.T. Ward, published by Essex Music International
TRACK 11: Blame Game feat. John Legend
(K. West, J. Franks, K. Mitchell, M. Dean, J. Stephens, R. James)
Please Gimme My Publishing/EMI Blackwood Music Inc. (BMI)/J. Franks Publishing|WB Music Group (ASCAP)/Copyright Control/Copyright Control/John Legend Publishing/Cherry River Music Corp. (BMI)/Chrysalis Music Ltd. (PRS) administered by Chrysalis Songs (BMI)
Produced by Kanye West for Very Good Beats/Hip Hop since 1978 & DJ Frank E for Side 3 Entertainment
Additional Production by Mike Dean for Dean’s List Productions
Recorded by Andrew Dawson at Avex Recording Studio, Honolulu, HI and Noah Goldstein, Phil Joly & Ryan Gilligan at Electric Lady Studios, NYC
Mixed by Mike Dean for Dean’s List Productions, Andrew Dawson & Anthony Kilhoffer at Platinum Sound Recording, NYC
Piano & Bass: Mike Dean for Dean’s List Productions
Cello played & arranged by Chris “Hitchcock” Chorney
Poem by Khloe Mitchell
Additional Vocals: Chris Rock and Salma Kenas
John Legend appears courtesy of Getting Out Our Dreams/Sony BMG Music Entertainment
Contains elements of “Avril 14” by Richard James. Published by Chrysalis Music Ltd. (PRS) administered by Chrysalis Songs (BMI). All rights reserved
TRACK 12: Lost In The World feat. Bon Iver
(K. West, J. Bhasker, M. DiBango, J. Brown, J. Vernon, G. Scott-Heron)
Please Gimme My Publishing/EMI Blackwood Music Inc. (BMI)/Way Above Music (BMI)/Sony ATV Songs LLC (BMI)/Universal Musica Inc. (ASCAP) o/b/o Universal Publishing SAS (SACEM)/Unichappell Music, Inc. (BMI)/Dynatone Publishing Co. (BMI)/April Base Publishing (ASCAP)/Brouhaha Music (ASCAP)
Produced by Kanye West for Very Good Beats/Hip Hop Since 1978
Co-Produced by Jeff Bhasker
Recorded by Andrew Dawson, Anthony Kilhoffer & Mike Dean for Dean’s List Productions at Avex Recording Studio, Honolulu, HI and Noah Goldstein at Electric Lady Studios, NYC
Mixed by Anthony Kilhoffer at Henson Studios, Los Angeles, CA
Assisted by Alex Graupera, Christian Mochizuki & Pete Bischoff
Keyboards: Jeff Bhasker
Additional Drum Programming: Anthony Kilhoffer
Additional Vocals: Justin Vernon (Bon Iver), Charlie Wilson, Kay Fox, Tony Williams, Alicia Keys, Elly Jackson (La Roux)
Tribal Drum Programming: Ken Lewis
Chant Vocals: Alvin Fields & Ken Lewis
Engineered by Brent Kolatalo
Justin Vernon (Bon Iver) appears courtesy of Jagjaguwar Records
Charlie Wilson appears courtesy of Jive Records
Alicia Keys appears courtesy of J Records
Elly Jackson (La Roux) appears courtesy of Interscope Records
Contains portions of “Soul Makossa,” written by M. DiBango and published by Universal Musica Inc. (ASCAP) o/b/o Universal Publishing SAS (SACEM)
Contains a sample of the recording “Think (About It)” as performed by Lyn Collins. Courtesy of Polydor Records under license from Universal Music Enterprises. Used by permission. All rights reserved. Written by James Brown, published by Unichappell Music, Inc. (BMI) & Dynatone Publishing Co. (BMI). All rights administered by Unichappell Music, Inc. (BMI)
Contains samples of “The Woods” performed by Bon Iver, used courtesy of Jagjaguwar, Inc. Written by Justin Vernon, published by April Base Publishing (ASCAP). All rights administered by Chrysalis Music (ASCAP). All Rights Reserved
Contains samples of “Comment No. 1” performed by Gil Scott-Heron, used courtesy of Flying Dutchman. Written by Gil Scott-Heron, published by Brouhaha Music (ASCAP)
TRACK 13: Who Will Survive In America
(K. West, J. Bhasker, G. Scott-Heron)
Please Gimme My Publishing/EMI Blackwood Music Inc. (BMI)/Way Above Music (BMI)/Sony ATV Songs LLC (BMI)/Brouhaha Music (ASCAP)
Produced by Kanye West for Very Good Beats/Hip Hop Since 1978
Co-Produced by Jeff Bhasker
Recorded by Andrew Dawson, Anthony Kilhoffer & Mike Dean for Dean’s List Productions at Avex Recording Studio, Honolulu, HI and Noah Goldstein at Electric Lady Studios, NYC
Mixed by Anthony Kilhoffer at Henson Studios, Los Angeles, CA
Assisted by Alex Graupera, Christian Mochizuki & Pete Bischoff
Keyboards: Jeff Bhasker
Additional Drum Programming: Anthony Kilhoffer
Additional Vocals: Justin Vernon (Bon Iver), Charlie Wilson, Kay Fox, Tony Williams, Alicia Keys, Elly Jackson (La Roux)
Tribal Drum Programming: Ken Lewis
Chant Vocals: Alvin Fields & Ken Lewis
Engineered by Brent Kolatalo
Justin Vernon (Bon Iver) appears courtesy of Jagjaguwar Records
Charlie Wilson appears courtesy of Jive Records
Alicia Keys appears courtesy of J Records
Elly Jackson (La Roux) appears courtesy of Interscope Records
Contains samples of “Comment No. 1” performed by Gil Scott-Heron, used courtesy of Flying Dutchman. Written by Gil Scott-Heron, published by Brouhaha Music (ASCAP)
TRACK 14: "See Me Now"
Featuring: Beyoncé, Big Sean & Charlie Wilson
Written by: Kanye West, Beyoncé, Charlie Wilson, Ernest Wilson, Mike Dean, Beyoncé Knowles, Sean Anderson, Brian Russell & Brenda Russell
Executive Producers: Shawn Carter, Kanye West, Gee Roberson & Kyambo “Hip Hop” Joshua
Executive Producer: Antonio “LA” Reid
A&R Direction: Patrick “Plain Pat” Reynolds and Don C
A&R Administration: Terese Joseph
A&R Coordination: Leesa D. Brunson
Mastered by Vlado Meller at Universal Music Studios East, NYC
Marketing: Al Branch for Hip Hop Since 1978 and Tracey Waples
Marketing for Def Jam: Chris Atlas
Management: Hip Hop Since 1978
Legal Counsel: Alison K. Finley, David Rappaport and Bea Koramblyum for Davis Shapiro Lewit & Hayes, LLP
Art Direction: Kanye West and Virgil Abloh
Paintings by George Condo © 2010
Handwritten Titles and Illustrations: M/M (Paris)
Package Designed at M/M (Paris)
Kanye West Photograph: Fabien Montique
Artwork Coordination: JP Robinson, Kristen Yiengst and Todd Russell
DVD Coordination: Davina Gazo
Package Production: Doug Joswick
Sample Clearances: Eric Weissman Music Licensing, Inc
Business Affairs: Randy McMillan, Antoinette Trotman, Ian Allen, Vol Davis III
(P)© 2010 Roc-A-Fella Records, LLC. Manufactured and Marketed by The Island Def Jam Music Group, 825 Eighth Avenue, New York, New York 10019. Distributed by Universal Music Distribution. All rights reserved
