BRAND NEW DAYI stayed in one place for too long,Gotta get on the run again.I saw the one thing that I want,Hell-bent, get out of bed.I’m throwing rocks at your window,You’re tying the bed sheets together.They say that we’re dreaming too bigI say this town’s too small.

DreamSend me a signTurn back the clockGive me some timeI need to break outAnd make a new nameLet’s open our eyesTo the brand new dayIt’s a brand new day

I’ve taken hits like a brawler,But I’m getting back up again.And from the moment I saw her,I was hell-bent with heaven’s scent.-heaven sent-I’m throwing rocks at your window,We’re leaving this place together.They say that we’re flying too high,Well get used to looking up.

Dream…

(R. Star, M. Collins); Fox Film Music Corp. (BMI) ; Drums: Matt Chamberlain; Bass: Jack Daley; Guitar: Tim Pierce, Phil X, R. Star; Keyboards: Matt Serletic; Programming: Matt Serletic, Rhys Fulber; Background Vocals: Hallie, Matt Serletic; “Brand New Day” main theme song from “Lie To Me” courtesy of Twentieth Century Fox Television 2010 Twentieth Century Fox Television

RIGHT NOWI’m putting all my things in boxes,

I’m gonna throw it all away.I think I’ve got a good idea but,Who am I to say?

I’m burning all the things you gave me,Erasing all my memories.I thought you were the one to save me,I was so naïve.

I’m about to lose controlSo, I’m gonna let it go

Yesterday is history,Tomorrow may not come.I’m gonna run to the horizon,We are strong,We are young.I’m gonna lay on the ground,Feel the rain that’s coming down.And there’s nothing anyone,Could do or say to bring me down.

Right NowRight Now

I think it’s time I started over.I think I’ll sail away from here.I’m gonna make a great escape,Now watch me disappear.

Yesterday is History..

All we ever have is Right Now.And all we’ll ever need is here, Right Now

(R. Star, M. Collins, M. Blair, M. Serletic); The Scientists Canvas (BMI)/Okagar Music Publishing/Sony/ATV//Fake And Jaded Music (BMI) adm. by The Royalty Network, Inc./Emad Music (BMI)//EMI Blackwood Music Inc. o/b/o itself and Mattski Songs (BMI)//Melusic, Inc. (ASCAP); Drums: Matt Chamberlain; Bass: Jack Daley; Guitar: Phil X, Tim Pierce; Keyboards: Matt Serletic; Pro-gramming: Matt Serletic, Rhys Fulber;

Cheerleaders: Alex Arias, Theo Blaser, Ryan Coyne, Kellie Enret, Heather Gib-son, Ryan Kulchinsky, Craig Mills, Kelly Mills, Anthony Pettibone, Kasie Sage, Ashleigh Schimmel, Jordan Venetis, Me-lissa Zuckerman, Rebecca Zuckerman

LAST TRAIN HOMEYou haven’t changedStand in the lightI need to see youUncover my eyes

The tears coming downMaking lines on your faceOne for each year nowThat you’ve been away

We were only kids we ran like waterYour dad said “stay away from my daughter.”The sun was coming down when I said “can’t you just believe?”

And if you wait for me, I’ll be the light in the dark if you lose your wayAnd if you wait for me, I’ll be your voice when you don’t know what to say. I’ll be your shelter I’ll be your fate, I’ll be forever, wait for me. I’ll be the last train, I’ll be the last train home

We were a stormIt blew us awayI wouldn’t leave youBut you couldn’t stay

We were only kids we ran like waterYour dad said stay away from my daughterThe sun was coming down when I said “can’t you just believe?”

And if you wait for me…

We were only kids we ran like waterI told your dad “I love your daughter”The sun was coming down when I said just believe

And if you wait for me…

Hold onto love and wait for meI’ll be the last train, I’ll be your last train home

(R. Star, M. Collins, M. Serletic); The Scientists Canvas (BMI)/Okagar Music Pub-lishing/Sony/ATV//Fake And Jaded Music (BMI) adm. by The Royalty Network, Inc./Emad Music (BMI)/Melusic, Inc. (ASCAP); Drums: Matt Chamberlain: Bass: Jack Daley; Guitar: Rusty Anderson, Phil X, R. Star; Keyboards: Matt Serletic, Patrick Warren; Programming: Matt Serletic, Rhys Fulber

BREATHEShe’s fine, most of the timeShe takes her days with a smileShe moves like, a dancer in lightsSpinning around to the soundBut sometimes she falls down

Breathe, just breathe,Take the world off your shoulders and put it on meBreathe, just breathe,Let the life that you live be all you need

She likes New York at nightShe dreams of running awayShine on, bright like the sunWhen even the sky turns greyI need you to hear me sayI need you to hear me say

Breathe…

Let go of the fear, let go of the doubt,Let go of the ones who try to bring you

downYou’re gonna be fine, don’t hold it insideAnd if you hurt right nowThen let it all come out

Breathe…

(R. Star, M. Collins); The Scientists Canvas (BMI)/Okagar Music Publishing/Sony/ATV//Fake And Jaded Music (BMI) adm. by The Royalty Network, Inc./Emad Music (BMI); Drums: Josh Freese; Bass: Paul Bushnell; Guitar: Phil X; Keyboards & Programming: Howard Benson

WE MIGHT FALLFor Hallie,We should go to sleep nowYou should stay the nightI’ll be up to watch the worldAround us live and dieLying on the grass nowDancing for the starsMaybe one will look on downAnd tell us who we are

We might fall…

We should join the circusYou could sell your hairI could learn to walk the lineOr learn to train the bearsTell me are you crazyAnd did you mind the coldTell me are you comfortableIf comfortable at all

We might fall…

Now that we are olderI remember youReaching out to show me all the things that I must doNow that we are olderI remember youth

Now that we are close to deathAnd close to finding truth

We might fall…

(R. Star); The Scientists Canvas (BMI)/Okagar Music Publishing/Sony/ATVDrums: Matt Chamberlain; Bass: Paul Bushnell; Guitar: Rusty Anderson; Keyboards: Matt Serletic; Programming: Matt Serletic, Rhys Fulber

THIS COULD BE THE YEARThis could be the yearThis could be the momentYou’ve been waiting your whole lifeTo show the world the cards you’re holding - nowIt’s one lifeOne dreamOne spark

It’s one chanceOne moveOne shot

It’s on youBe coolBelieve

This could be the year…

It’s one lifeOne wishOne fire

It’s one choiceOne voiceSing it higher

This could be the yearThis could be the momentYou’ve been waiting your whole lifeTo show the world that you are ready

Hold your head up highAnd touch the skyCause you know this is everything, everythingSo take your shot it’s all you got to be

This could be the yearThis could be the momentThis could be the year

(R. Star, M. Collins); The Scientists Canvas (BMI)/Okagar Music Publishing/Sony/ATV//Fake And Jaded Music (BMI) adm. by The Royalty Network, Inc./Emad Music (BMI); Drums: Matt Chamberlain; Bass: Paul Bushnell; Guitar: Rusty Anderson, Phil X, R. Star; Keyboards: Matt Serletic, Patrick Warren; Programming: Rhys Fulber

UNBREAKI wanna know your skinEvery mark every inchI wanna heal your painDon’t be scared, let me inLay yourself downI will comfort you, I will comfort youUntil the stars fall around us For every dream that you lostEvery tear that it costI will, I will unbreak youAll the pain that you feelLet this moment be realI will I will unbreak youI will undo the hurtTil it feels like I’m the firstI will unbreak you

I wish I knew you when Eyes were wide and innocentIf I could cut through timeI’d hold you close, and you’d be mineStay where you areI will come for you, I will comfort youUntil the stars fall around us

For every dream that you lost…I will unbreak you

We can make it all rightYou and me here tonightI will I will unbreak youFor every dream that you lostEvery tear that it costI will, I will unbreak youI will undo the hurtTil it feels like I’m the first

I will unbreak you

(R. Star, L. Robbins, K. Kadish); The Scientists Canvas (BMI)/Okagar Music Publishing/Sony/ATV//WB Music Corp./Song Tower and Slowguy Songs (ASCAP). Adm. by WB Music Corp.; Drums: Kenny Aronoff; Bass: Jack Daley; Guitar: Phil X; Keyboards & Programming: Matt Serletic

START A FIREI remember when you said your father’s asleepI remember swimming as our clothes drifted off to sea

So Wake upWake up DreamingAnd lie here with me

Here we goJust lose control and let your body give in To the beat of my heart As my hand touched your skinIs this love?Or sexual desire?WE’RE GONNA START A FIRE

I remember drinking as the stars were fallingI remember dancing on the hotel’s unmade bed

So Wake upWake up DreamingAnd lie here with me….

Here we go…

(R. Star, M. Collins, Ido Z, Hallie); The Scientists Canvas (BMI)/Okagar Music Publishing/Sony/ATV//Fake And Jaded Music (BMI) adm. by The Royalty Network, Inc./Emad Music (BMI)//Zmishlany Music (BMI)//Stand In Stuntman (BMI); Drums: Frank Zummo; Bass: Paul Bushnell; Guitar: Phil X; Keyboards & Programming: Kim Bullard; Additional Keyboards & Programming: Howard BensonBackground Vocals : Dallin Applebaum

LOSING YOURMEMORYCall all your friendsAnd tell them I’m never coming backCause this is the endPretend that you want it don’t react

The damage is doneThe police are comingToo slow nowAnd I would have liedI would have loved you All my life

You’re losing your memory now…

Where have you gone?The beach is so cold in winter hereWhere have I gone?I wake in Montauk with you nearRemember the dayCause this is what dreams should always beI just want to stayI just want to keep this Dream in me

You’re losing your memory now…

Wake up it’s timeLittle girl, wake upAll the best of what we’ve done is yet to comeWake up it’s timeLittle girl wake upJust remember who I am in the morning

You’re losing your memory now…

(R. Star); The Scientists Canvas (BMI)/Okagar Music Publishing/Sony/ATVPiano: R. Star; Keyboards: Matt Serletic, Patrick Warren; Programming: Matt Serletic

11:59Once upon a time,11:59 In a car, on a street, in a town

Solitary eyes,Were staring back at mine,We couldn’t seem to make a sound.

Please, don’t leaveThis could be the best time of ourlives tonight.You and me,Don’t let the moment pass by,Put the windows down and drive away.The beat that my heart skipped,Was stolen by your lips,But I could never call this a crime.

It’s you I’ve waited for,Like waves upon a shore.When you’re crashing into me,You’re the only one I need.Please don’t leave…

She wears a locket with her name.She’s waiting for the right one,

To give it away.She pulls her hair back from her face,She’s looking at me as we fly away.Away…

Please don’t leave…

This could be the best time of our lives tonight,Be the best time of our lives tonight.

Once upon a time,11:59

(R. Star, M. Collins); The Scientists Canvas (BMI)/Okagar Music Publishing/Sony/ATV//Fake And Jaded Music (BMI) adm. by The Royalty Network, Inc./Emad Music (BMI); Drums: Abe Laboriel, Jr. & Matt Chamberlain; Bass: Jack Daley; Guitar: Rusty Anderson, Phil X, R. Star; Keyboards: Matt Serletic, Patrick Warren; Programming: Rhys Fulber, Matt Serletic

All lyrics printed by permission. All rights reserved.

Produced by Matt Serletic Recorded by Mark Dobson at Emblem Studios, Calabasas, CAAssisted by Max Waker, Alex Arias, Pat Woodward and Mike LeiszDigital Editing by Pat Woodward, Mark Dobson, Max Waker and Paul DecarliAdditional recording at Resonate Music, Burbank, CAAssisted by Jordan StilwellMixed by Chris Lord-Alge at Resonate Music, Burbank, CAAssisted by Keith Armstrong and Nik Karpen Except “Breathe” and “Start A Fire” Produced by Howard BensonRecorded by Mike Plotnikoff at Bay 7

Studios, Valley Village & Sparky Dark Studio, Calabasas, CAAdditional Engineering by Hatsukazu Inagaki “Start A Fire” Mixed by Tom Lord-Alge at South Beach Studios, Miami, FLAssisted by Femio Hernandez

Additional production on “Brand New Day” by Danny SternbaumAdditional production on Start A Fire” by Ido Zmishlany Mastered by Bob Ludwig at Gateway Mastering, Portland, ME Contractor: Shari SutcliffeProduction Coordinator: Dean Serletic Business Affairs: Megan JoyceA&R: Leslie “Liberated” DweckA&R Administration: Anne DeClementeMarketing: Eric Wong + Tony CoreyPhotography: Andrew ZaehArt Management & Production: Rob GoldArt Direction & Design: Rachelle DupéréPackaging Production: Brian Ranney Management: Eric Wong

HEART = Hallie- you are my soul connecter, my inspiration and my muse…Mom- you taught me what it means to have a voice in the world and how to use it, Dad- you have always believed in me as your rockstar, Lauren- I love being your little brother, you make me cool and you are my heart, Justin- soul brother through this life and beyond, to know you is to have a life worth living, Kristen- you teach me how to have that fire inside never go out, you will always be my kid sister, Grandma, Grandpa, Nanny, Poppy, The Kahn Family- mom, dad and Jay thanks for all the love and inspiration, Darren the original tastemaker and The Simon Family, The Pappalardo Family-Marcel- thanks for never missing a show, The Hyland Family- Pam and Dave thanks for leading the way for us kids and The Brookman Family.

My Eric- Long live The Emperor Wong, Our story is one for legends and that is how we live. We Will Win, Tony- 24/7 you always got my back without you I’m still at the starting line, Leslie “Liberated” Dweck- you truly found me. From that night outside Rockwood to the stars this is quite the journey and I am so glad we are on it together. Ken- the professional airport race cart driver. I was told from the beginning that everyone needs a Lane. I am truly blessed because you are mine, from Boise to 34th St. we r goin all the way- feel it POP

FORCE = My Atlantic family. You will not find an artist more proud of being a part of this. In this crazy fast new world you have slowed down and done what so many others are afraid to do. All love- Lyor Cohen, Julie Greenwald, Craig Kallman, Livia Tortella, Kevin Weaver, Sharon Masters, Michael Kyser, John Janick, Christina Kotsamanidis- it’s gonna get fun, watch out!, Marisa Bianco, Sheila Richman, Cara Donatto, David Saslow- so proud of our work, can’t wait for what’s next, Jason Pleskow, Camille Hackney and Jonathan Feldman- who is better in a boardroom baby?, Jonathan Rheingold, Andrew Pitagorsky, Trisha Sauer, Pete Ganbarg, Torsten Luth, Rob Gold, Greg Burke, Rachelle Dupere, Andrew “Longboard” Zaeh, Anika King, Chris Woehrle, Cathy Donovan, Julyann Moon and the stars, Cathy Symeonidis, Amanda Alfieri, Tom Capodanno, Mathew Pileggi, Jack McMorrow, Adam Abramson, Matt Engelman, Rich Wagner, John Crawford, Phil Botti, Shamikah Martinez, Michael Kushner, All you radio peeps, thanks for getting me out of the van and into real hotel rooms but mostly thank you for never stopping and always believing in me and getting my F**k’n songs on the radio!! RRP 4 life - Mike Easterlin, John Boulos, Thom Skarzynski, Renee Duncan, Beth Simione, Darrin Schnur, Laura Bender, Nadia Canales, Mark Chotiner, Phil Kaso, Ric Austin, Elana Teune, Jamie Willis, Jeremy Kutner, Ryan Brady, Brian Dackowski, Amy Stein, Paul Sinclair, Geraldine Chung, Tara Carroll, Danielle Geiger, Megan Joyce, Scott Brothman, Chris Goyette, Carolyn Tracey, Nancy Rogers, Brian Ranney, Ilene Budin, Maggie Porter, Craig Rosen, Margo Scott, Astrid Narins, Gina Tucci, Kristy Gibson, Joi Pitts, Ashley Kalmanowitz, Kali Giaritta and all the college reps, all the field + artist development reps, and everyone at WEA Distribution. Claire Parr and Bobbi Hach- thanks for the passion and great wine, Greg Lawly, Samantha Cox and everyone at BMI.

Danny Strick and the entire Sony/ATV team, Ataka Narumi, Diane Burk, John Campanelli, Lauren Haber, Marni Condro, Martin Bandier, Renee Anderson, Ron Broitman, Wendy Crowley, Andrea Canter, Mary Beth Roberts, Mitch Morgan, Robert Kaplan.

David Klein + Carole Kinzel + Alex Becket and the entire CAA team, Nathan Richman + Murray Richman, Michael Guido + Renee Karalian, Mark Burnett + Clyde Lieberman.

MUSIC = Max Collins- duder, there is no better writer, rocker, boogie boarder out there, Matt Serletic- thank you for reaching to find a unique sound for this album and for teaching me so much as we have created the album I have always dreamed of making, Dean Serletic, Mark Dobson, Max Waker, Alex Arias, Pat Woodward, Mike Leisz + everyone at Emblem Studios, Howard Benson- thank you for understanding who I really am, Mike Plotnikoff, Hatch Inagaki and everyone at Bay 7, Jordan Stilwell, Chris Lord-Alge, Keith Armstrong, Nik Karpen, Bob Ludwig- my tracks were so hot the fire dept had to show up, Shari Sutliffe, and everyone at Resonate Music- Studio boys Matt Chamberlain, Jack Daley, Tim Pierce, Phil X, Rhys Fulber, Rusty Anderson, Patrick Warren, Paul Bushnell, Kenny Aronoff and Frank Zummo- thank you for giving it your all.The greatest live band a boy could wish for- rockstars- Dan Tirer, Dallin Applebaum- “the pillars of rock”, Artie “C.P.A” Flieschman- you are born to tour, Eli “date my sister” Logethetis, Kris Mazzarisi, Raine and Chantal, Richard Patrick, Lindy Robbins, Kevin Kadish, The Pharmancy.

R YA N S TA R I S

POSSE = My brothers in Stage, Peter, Justin and Greg- We are one. Stage will live forever… Randy Scott Slavin, Lyle Kamesaki, Jason and Sheri Kirschner, Stoney- we are a force of love in this world and beyond, Gregg, Mina and Mia Wattenberg- GW- I love rockin’ with you, thank you for always being there for me as a mentor and a friend, Andrew Bergman and family, My secret weapons- Trey Pitts, Michelle Dutchen, Danielle Kleiman, Serena “Road Dog” Lingo- it is hard to say where I would be without you all- So much Love , Zsolt Sarvary-Bene, Danny Richards- keeping my voice and my mind in shape and for being there when I call, Danny Sternbaum, Vanessa and Tivona Biegen, Rabbi Buechlar, Victoria and Gus Collins, Ido and Allie, Tanja, Stefan and Lola, Tommy Nappi, Harlan Friedman, Gary Cee, Thom Behrman, Eddie Applebaum, Andy “The Real Deal” Levison and the whole Levison crew, Tom Lee and Ann Tennenbaum, The Lane Family, West Coast Family- The Sobols, The Fines, The Parisers, The Howards- thanks for giving me a place to sleep while I wrote this album, The Loenings, Towles and Kellison Family, Bo and Christine Baylevsky- ahh, Maui, Luca Blandi, Barrett Wertz- thanks for the cool juice, Heart and Martha, Ross Petersen, Neil Perry, Brian Scheuble, Gwynne Puentavela, Carmen Lui, Tina and Ray-The Big Bear, The Cook Family, Steven and Maureen Van Zandt, Robyn Kures- how to impress a girl through music, Kristen Pate- thanks for letting us crash with you and sassy, Ladonna Williams, Christina Lupinacci, “Aunty Barb” Dweck- thanks for your pad for the “Breathe” video, and Leah Dweck, Ilona De Jongh, Cherie Zucker-aah, the lake house, The Calabassas, NYU and Hofstra Cheerleaders, “Where’s my shirt” YACKO, “VOID”, Ryan Jones and Alternative Addiction, Tony “Scooch Ball” Fry, Nini Yusof- love all the way around the world, Damien and Derek Hoffman- starting it up is the hardest thing to do- thank you for you for the blood, sweat & tears- The Stone Crow Records Team, Roland Campos, Michelle Young, Nikki Loranger, Trish Evangelista, Kenny Meiselas, Joe Brauner, Andy Karp, Monika Tashman, The Bair Family, Allan and Adele Poval, Shana, Britainy, Eloise and Moscow- “you my dogs”, Montauk and NYC- your spirit is in me, Mark at Avalon Chrystie. I am wonderful.

David Cook and the DC band and family, Rob Thomas, Matt Beck, The Script, Green River Ordinance, Collective Soul, Eve 6, The Exies, O.A.R., John Ondrasik, Alexa Wilding, Crash Kings, Plain White T’s, Alex Suarez, Wynter Gordon, The Rocket Summer, Corrine Bailey Rae, Our Lady Peace, Lion of Ido, Gambit, Safety Suit, Kwaku and Analogue Transit, Straight No Chaser, Wes Hutchinson, Sugar Red Drive, Thriving Ivory, VV Brown, Jimmy Gnecco and OURS, Julianna Hatfield, Asi and Running Still, Emanual and the Fear, Alex Band, Matt White, Street Drum Corps, Electric Touch, Dave Navarro, The Rockstar Gang, The Backstreet Boys, Bon Jovi, Opie and Anthony, Ed Kowalcyk, Dave Walsh, Richard Patrick, Johnny Reznik, Pearl Jam, Brand New, The National, Leonard Cohen, Felicia Rangel and Deepak Chopra- no one does a cameo quite like you, Elizabeth Berkely, Jerry Seinfeld, Larry David, Natalie Portman, Jonathon Lia- thanks for the powerful vid, Tim Burton, Michel Gondry, Aldous Huxley and Ayn Rand. Neil Lawi and everyone at the WWE- thanks for believing and letting me bring the ROCK! Kevin Wilson + Claude Mitchell and everyone at ESPN- this WILL be the year, Ward Hake and everyone at FOX, Eve Chiang and everyone at The Marriott, Aslihan Danisman and everyone at Starwood, Jason Vance and The Mondrian Hotel in Los Angeles, Alex and Kristina at Billboard, Burton Snowboards, Gibson Guitars, Fender Guitars, PRS Guitars, Martin Guitars, Matchless Amplifiers, Bogner Amplifiers, Yama-ha, Linda at Calzone Cases, Paul Allen and Sweetwater, Cornet Music in Smithtown- thx for my first instruments, Guitar Center, Discmakers, K SWISS, Everyone at radio and video for playing my music for the world, VH-1, Fuse, the team at Facebook, Myspace, and Twitter, Miggy Santos- you are a true believer, Glenn Gamboa, Claudine and everyone at Newsday – Strong Island, Cathy Black and everyone at CBS Saturday, Videe This!, Nick Veneziale + Tara Sherman and everyone at NBC LX, Jenny Wilburn + Andrea Amiel at CNN, Geoff Bywater + Ward Hake and everyone at Fox, Lauren Meola and the team at HBO, Pei-Sze Cheng + Sharon Raifer and and everyone at Weekend Today.

Ron Price - thank you for starting it all by taking a chance.

The big kids and the little kids at PS 290- bless great teachers everywhere, Dr. Schnitman and Scott Kessler, John Varvatos, Sal and Rosarios Pissa, everyone at Soho Equinox, Kristen Farrell, Mayfair Jewelers, Jackie Bacani and Ihawan, Mottsu, Kelly and Ping, Mercury Lounge, Arlene’s Grocery, Joe’s Pub, NYC, LES Power couple Ken and Joyce Rockwood, Tommy Merrill and everyone at Rockwood Music Hall- my blood is in those bricks.

From Forest Park to Chrystie Street thank you to all of my friends along the way who made this their dream as well. You all know who you are so please insert your name here (or hunt me down and I will write it for you!)

To My Fans, my friends - I was told that as an artist your audience usually represents who you are as a person. I hope it is true that we might reflect each other because you are all so beautiful. I would describe you as PASSIONATE. I feel your presence in my life everyday. Many of you I have actually met and have had meaningful and inspiring conversations with and knowing you makes this life I live that much more beautiful. I am truly blessed and have the deepest gratitude for what you give me. Thank you forever. xoxo

11:59 A moment of greatness. A moment where you are exactly who and where you want to be. What is your 11:59?

LOVE MUSIC G-D

©2

010

AT

LA

NT

IC R

EC

OR

DIN

G C

OR

PO

RA

TIO

N F

OR

TH

E U

NIT

ED

ST

AT

ES

AN

D W

EA

IN

TE

RN

AT

ION

AL

IN

C.

FO

R

TH

E

WO

RL

D

OU

TS

IDE

O

F

TH

E

UN

ITE

D

ST

AT

ES

. A

LL

R

IGH

TS

R

ES

ER

VE

D.

517

815

-2

IN LOVING MEMORY OF STU SOBOL

Your belief in me was the kind that usually only a son can feel from his father. It was a blessing to work with you and an honor to be embraced like family.

I will always treasure our time together and never forget the things you did and are still doing for me. Stu, you’re perfect now just smile…