1.

good morning 2. hello 3. this is love featuring eva simons 4. scream & shout featuring britney spears 5. lets go featuring chris brown 6. gettin dumb featuring apl.de.ap and 2ne1 7. geekin 8. freshy featuring juicy j 9. #thatpower featuring justin bieber 10. great times are coming 11. the world is crazy featuring dante santiago 12. fall down featuring miley cyrus 13. love bullets featuring skylar grey 14. far away from home featuring nicole scherzinger 15. ghetto ghetto featuring baby kaely

website url: www.will.i.am Twitter: @iamwill Facebook: facebook.com/will.i.am

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interscope records. 2220 colorado ave., santa monica, ca 90404. manufactured and distributed in the united states by universal music distribution. pc2013 interscope records. all rights reserved. unauthorized duplication is a violation of applicable laws.

16. reach for the stars 17. smile mona lisa 18. bang bang

good morning produced by will.i.am written by william adams, jack milas, oli chang published by i.am.composing, llc (bmi) / bmg sapphire songs (bmi), jack milas and oli chang / copyright control (ascap/apra). additional vocals by shelby spalione. orchestral and string arrangement by onree gill & will.i.am. orchestral portions by czech symphony orchestra. good morning contains interpolations of and sampled elements from flowers bloom as performed by high highs, written and published by jack milas (ascap/apra) and oli chang (ascap/apra). used by permission, by arrangement with rocket music. all rights reserved. czech symphony orchestra recorded and engineered by michal pekrek at ve smeckch in prague, czech republic. mixed by dylan 3-d dresdow at paper v.u. studios and at record plant in hollywood, ca. hello produced by afrojack for van de wall international ltd, will.i.am & free school written by william adams, jean baptiste, ryan buendia, padraic kerin, michael mchenry published by i.am.composing, llc (bmi) / bmg sapphire songs (bmi), lord pharoah jb music (ascap) / all rights administered by kobalt songs music publishing (ascap), meloists music (bmi), carter greenbean music (bmi), michael mchenry music (bmi) / downtown dmp songs (bmi). keyboards by michael mchenry. drum programming by michael mchenry & will.i.am. orchestral and string arrangement by onree gill & will.i.am. orchestral portions by czech symphony orchestra. recorded and engineered by will.i.am and padraic padlock kerin at record plant in hollywood, ca and by afrojack at afrojack studios in spijkenisse, the netherlands. czech symphony orchestra recorded and engineered by michal pekrek at ve smeckch in prague, czech republic. mixed by afrojack at afrojack studios in spijkenisse, the netherlands and by dylan 3-d dresdow and will.i.am at record plant in hollywood, ca. this is love featuring eva simons produced by will.i.am, steve angello and sebastian ingrosso written by william adams, steve angello, sebastian ingrosso, max martin, eva maria simons and mike hamilton published by i.am.composing, llc (bmi) / bmg sapphire songs (bmi), sony/atv, universal music publishing, mxm music ab (ascap) / all rights administered by kobalt songs music publishing, topline ink / copyright control (bmi/buma stemra), topline ink (prs). strings composed by onree gill. strings arranged by will.i.am and onree gill. violins by mark cargill, richard adkins, chung mei chang, susan chatman, charlie bisharat, nicole garcia, christopher woods, kathleen robertson and lesa terry. violas by james ross and karen elaine. cellos by miguel martinez and peggy baldwin. bass by kevin c. brandon. horns by joseph meyer and justin hageman. synths by steve angello, sebastian ingrosso and will.i.am. recorded and engineered by will.i.am and padraic padlock kerin at record plant in hollywood, ca. engineering assisted by justin merrill. eva simons vocals recorded and engineered by eva simons at e-production studios in amsterdam, holland. mixed by dylan 3-d dresdow at paper v.u. studios and at record plant in hollywood, ca. mix assisted by jaime martinez and aj clark.

scream & shout featuring britney spears produced by lazy jay additional production by will.i.am written by william adams, jef martens, jean baptiste published by i.am.composing, llc (bmi) / bmg sapphire songs (bmi), musicallstars/jaymusic (buma) administered by sonyatv, lord pharoah jb music (ascap) / all rights administered by kobalt songs music publishing (ascap). keyboards, drums and midi programming by lazy jay. drum programming by will.i.am. synths by will.i.am. moog bass by will.i.am. recorded and engineered by jef martens at the blue room in hoogstraten, belgium. vocals recorded and engineered by will.i.am and padraic padlock kerin at record plant in hollywood, ca. additional engineering of britney spears vocals by david levy and norm bantom. mixed by dylan 3-d dresdow at record plant in hollywood, ca. britney spears appears courtesy of rca records, a division of sony music entertainment. lets go featuring chris brown produced by will.i.am written by william adams, artem stoliarov, chris brown published by i.am.composing, llc (bmi) / bmg sapphire songs (bmi), cloud 9 holland music publishing (buma), culture beyond ur experience publishing (bmi) / songs of universal inc. (bmi). synths by will.i.am. drum programming by will.i.am. recorded and engineered by will.i.am, padraic padlock kerin and dustin chi capulong at record plant in hollywood, ca and at ethernet studios in los feliz, ca. mixed by dylan 3-d dresdow and will.i.am at record plant in hollywood, ca. chris brown appears courtesy of rca records, a division of sony music entertainment.

gettin dumb featuring apl.de.ap and 2ne1 produced by will.i.am, free school & freshm3n iii for eye know a secret, llc written by william adams, allan pineda, jean baptiste, michael mchenry, alain whyte published by i.am.composing, llc (bmi) / bmg sapphire songs (bmi), apl.de.ap publishing, llc (bmi) / bmg sapphire songs (bmi), lord pharoah jb music (ascap) / all rights administered by kobalt songs music publishing (ascap), michael mchenry music (bmi) / downtown dmp songs (bmi), universal-polygram international publishing inc. (ascap). guitars by alain whyte. keyboards by michael mchenry & jean baptiste. synths by freshm3n iii. drum programming by michael mchenry & freshm3n iii. recorded and engineered by will.i.am and padraic padlock kerin at record plant in hollywood, ca and at ethernet studios in los feliz, ca. mixed by will.i.am and dylan 3-d dresdow at record plant in hollywood, ca. 2ne1 appears courtesy of yg entertainment. geekin produced by will.i.am written by william adams, lukasz gottwald, henry walter published by i.am.composing, llc (bmi) / bmg sapphire songs (bmi), kasz money publishing (ascap), oneirology publishing / prescription songs (ascap). intel sound mark (bong) courtesy of intel corporation. recorded and engineered by will.i.am and padraic padlock kerin at record plant in hollywood, ca. recorded and engineered by clint gibbs at lukes in the boo in malibu, ca. engineering assisted by rachael findlen. production coordination by padraic padlock kerin, irene richter and katie mitzell. mixed by will.i.am and dylan 3-d dresdow at record plant in hollywood, ca. freshy featuring juicy j produced by freshm3n iii for eye know a secret, llc, will.i.am and poet written by william adams, jordan houston, darrell eversley, howard eversley, shaun spearman, jaime l. munson published by i.am.composing, llc (bmi) / bmg sapphire songs (bmi), dee etta music (bmi), underclassman music (sesac) / dirtywork publishing, llc (sesac), lost on campus (sesac) / dirtywork publishing, llc (sesac), no orientation (sesac) / dirtywork publishing, llc (sesac), listen deep music (bmi) / razor and tie music publishing (bmi). synths by freshm3n iii. drum programming by freshm3n iii. additional programming by jakpot. recorded and engineered by poet, will.i.am, padraic padlock kerin & mike crazy mike foster at record plant in hollywood, ca and at ethernet studios in los feliz, ca. mixed by dylan 3-d dresdow and will.i.am at record plant in hollywood, ca. juicy j appears courtesy of kemosabe records/columbia records, a division of sony music entertainment.

#thatPOWER featuring justin bieber produced by damien leroy and will.i.am written by william adams, damien leroy, justin bieber published by i.am.composing, llc (bmi) / bmg sapphire songs (bmi), damien leroy music (bmi) / bmg platinum songs (bmi), bieber time publishing / universal music corp (ascap). drum programming by will.i.am and damien leroy. synths by damien leroy. recorded and engineered by will.i.am, damien leroy and padraic padlock kerin at record plant in hollywood, ca. justin biebers vocals recorded and engineered by josh gudwin and chris tek oryan at metropolis studios in london, england. mixed by steve duda at xfer records in studio city, ca. justin bieber appears courtesy of island def jam records. great times are coming produced by will.i.am, freshm3n iii & damien leroy written by william adams, damien leroy published by i.am.composing, llc (bmi) / bmg sapphire songs (bmi), damien leroy music (bmi) / bmg platinum songs (bmi). synths by damien leroy. drum programming by freshm3n iii. recorded by will.i.am at record plant in hollywood, ca. mixed by dylan 3-d dresdow at record plant in hollywood, ca. the world is crazy featuring dante santiago produced by will.i.am written by william adams, george pajon, jr., caleb speir published by i.am.composing, llc (bmi) / bmg sapphire songs (bmi), el cubano music / emi blackwood music, inc. (bmi), speir music / songs of universal, inc. (bmi). acoustic guitar by george pajon, jr. drum programming by will.i.am. electric bass by caleb speir. synths by will.i.am. tambourine by will.i.am. orchestral and string arrangement by onree gill & will.i.am orchestral portions by the czech symphony orchestra. czech symphony orchestra recorded and engineered by michal pekrek at ve smeckch in prague, czech republic. mixed by dylan 3-d dresdow and will.i.am at record plant in hollywood, ca.

fall down featuring miley cyrus produced by dr. luke for prescription songs, benny blanco for matza ball productions, inc. and cirkut for prescription songs. written by william adams, lukasz gottwald, benjamin levin, henry walter published by i.am.composing, llc (bmi) / bmg sapphire songs (bmi), kasz money publishing (ascap), matza ballzack music / where da kasz at (bmi), oneirology publishing / prescription songs (ascap). orchestral and string arrangement by onree gill & will.i.am. orchestral portions by czech symphony orchestra. mixed by serban ghenea.additional mixing by dylan 3-d dresdow. recorded and engineered by clint gibbs at lukes in the boo in malibu, ca. engineering assisted by rachael findlen. recorded and engineered by will.i.am and padraic padlock kerin at record plant in hollywood, ca. czech symphony orchestra recorded and engineered by michal pekrek at ve smeckch in prague, czech republic. production coordination by padraic padlock kerin, irene richter, katie mitzell, andrew muffman luftman & scott yarmov yarmovsky. mixed by serban ghenea at mixstar studios in virginia beach, va. engineered for mix by john hanes. additional mixing by dylan 3-d dresdow at record plant in hollywood, ca. miley cyrus appears courtesy of rca records, a division of sony music entertainment. love bullets featuring skylar grey produced by will.i.am additional production by zach gfg jones written by william adams, holly hafermann, keith harris, zachary jones. published by i.am.composing, llc (bmi) / bmg sapphire songs (bmi), hotel bravo music (bmi) / universal music z songs (bmi), universal music corp. (ascap) / broke, spoke and gone publishing (ascap), jack zones music (bmi). synths by damien leroy and zach gfg jones. drum programming by will.i.am and zach gfg jones. mixed by dylan 3-d dresdow at paper v.u. studios and at record plant in hollywood, ca. skylar grey appears courtesy of kid in a korner / interscope records. far away from home featuring nicole scherzinger produced by will.i.am written by william adams, lukasz gottwald, henry walter published by i.am.composing, llc (bmi) / bmg sapphire songs (bmi), kasz money publishing (ascap), oneirology publishing / prescription songs (ascap). recorded and engineered by will.i.am and padraic padlock kerin at record plant in hollywood, ca. recorded and engineered by clint gibbs at lukes in the boo in malibu, ca. engineering assisted by rachael findlen. production coordination by padraic padlock kerin, irene richter and katie mitzell. mixed by will.i.am and dylan 3-d dresdow at record plant in hollywood, ca.

ghetto ghetto featuring baby kaely produced by maejor ali written by william adams, calvin johnson, brandon green published by i.am.composing, llc (bmi) / bmg sapphire songs (bmi), iamtheone (bmi), bei maejor music. string arrangement by onree gill. strings by ginny luke, emily moore, lucine fyelon, neel hammond, chris woods, cameron stone, adrienne woods, james klopfleisch. horns by john eagle, adam wolf. recorded and engineered by will.i.am & daniel zaidenstadt at record plant in hollywood, ca. strings & horns recorded and engineered by padraic padlock kerin & ghazi hourani at record plant in hollywood, ca. mixed by dylan 3-d dresdow at paper v.u. studios and at record plant in hollywood, ca. reach for the stars produced by will.i.am co-produced by audiobot written by william adams, kenny oliver, onree gill published by i.am.composing, llc (bmi) / bmg sapphire songs (bmi), audiobot music (ascap), righteous walk music (ascap). additional vocals by lil jon. background vocals by dante santiago for ghettro music. synths by audiobot. drum programming by will.i.am and audiobot. strings written and composed by william adams and onree gill. strings arranged by william adams and onree gill. violins by mark cargill, richard adkins, chung mei chang, susan chatman, yvette devereaux, nicole garcia, terrence glenny, kathleen robertson, lesa terry. violas by james ross, christopher woods. cellos by miguel martinez, peggy baldwin. upright bass by kevin c. brandon. horns by joseph meyer, justin hageman, daniel p. kelley, jenny kim. timpani by chester englander. oasis academy hadley school gospel choir and southfield gospel choir directed by jaz ellington. oasis academy hadley school gospel choir: boluwatife adegboyega, trudy-ann brown, stanley buffonge, kalender dogan, courage emeka, benjamina kilembe, carole kuhuma, eunice kusonika, milca kusonika, peniel mbembele, atlanta mccollin, elizabeth reynolds, jessica woodland, tre copland-williams. southfield gospel choir: autumn reid, bethany antonio, charley collin-walters, charly ogrady, chloe leacy, danielle wilson, dayna pearson, hillary yeboah, jade mccarthy, jazmine edwards, kieran williams, liam perez, serena brown, tia rankin, zion akusufoster. recorded and engineered by will.i.am and padraic padlock kerin at record plant in hollywood, ca. engineering assisted by bradford h. smith. mixed by steve duda at xfer records in studio city, ca and by dylan 3-d dresdow at paper v.u. studios and at record plant in hollywood, ca. mix assisted by jaime martinez and aj clark. vocal performances by oasis academy hadley school gospel choir and southfield gospel choir recorded and engineered by will.i.am at metropolis studios in london, england lil jon appears courtesy of little jonathan, inc.

smile mona lisa produced by will.i.am written by william adams, george pajon, jr., antonio maria, luis bonfa published by i.am.composing, llc (bmi) / bmg sapphire songs (bmi), el cubano music / emi blackwood music, inc. (bmi), les nouvelles editions mridian (sacem). background vocals by nicole scherzinger. guitars by george pajon, jr.. drum programming by will.i.am. contains elements of manh de carnaval (a. maria, l. bonfa), les nouvelles editions mridian (sacem). all rights reserved. mixed by dylan 3-d dresdow at record plant in hollywood, ca. bang bang produced by will.i.am written by william adams, james p. johnson, cecil mack, sonny bono published by i.am.composing, llc (bmi) / bmg sapphire songs (bmi), wb music corp. (ascap). cotillion music inc. (bmi), chris-marc (bmi) additional vocals by shelby spalione. drum programming by will.i.am. synths by will.i.am. contains elements of charleston (j. johnson / c. mack), wb music corp. (ascap). covered by marco f. ferrari on the piano and performed by jazz ensemble. used by permission. all rights reserved. contains elements of bang bang (my baby shot me down) (s. bono), cotillion music inc. (bmi) and chris-marc (bmi). all rights administered by cotillion music inc. (bmi). all rights reserved. will.i.ams vocals recorded and engineered by will.i.am at will.i.ams hotel room in france. mixed by will.i.am and dylan 3-d dresdow at record plant in hollywood, ca.

executive producer: will.i.am and dante santiago management: god, polo molina, seth friedman & will.i.am artist management: adam leber and larry rudolph for reigndeer entertainment executive a&r: dante santiago for ghettro music additional a&r: james jay anderson production coordinator: padraic padlock kerin legal representation: ken hertz and rachel rosoff for hertz & lichtenstein llp business management: david bolno for nigro karlin segal & feldstein llp interscope a&r: martin kierszenbaum photography: mike jurkovac art direction: pasha shapiro, eddie axley, ernst weber, huan nghiem logo design: eddie axley interscope production: andrew van meter interscope legal: jason kawejsza and todd douglas interscope a&r administration: jeanne venton and marta navas international marketing: tomoko itoki international publicity: brenda reynoso interscope publicist: hillary siskind and dennis dennehy video commissioner: kathy angstadt interscope a&r coordinator: jody klein interscope creative: stephanie hsu marketing coordinator: bj frogozo product manager: julie hovsepian and jason sangerman sample clearance services: deborah mannis-gardner @ dmg clearances, inc. all songs: recorded and engineered by: will.i.am and padraic padlock kerin at record plant in hollywood, ca, except where noted. engineering assisted by: dustin chi capulong at record plant in hollywood, ca and by neil tucker at metropolis in london, england. mastered by: brian big bass gardner at bernie grundman mastering in los angeles, ca. mastering assisted by: mike bozzi and coordinated by marie lewis.

thank you: dreams are magical... dreams are powerful... and to make dreams come true it takes #willpower... i wrote a song titled #willpower when i was 15... its amazing to see what the 15 year old version of me dreamed up... i couldnt have got where i am today if it wasnt for the 14 year me... i want to thank all my friends when i was 15 that encouraged me... my mama, my nanny, uncle donnie, my brother carl, uncle faye, my aunti bimba, uncle lynn, uncle ray, my sister qiana, larry bruner, aunti april, michelle, aunti anita, allan pineda, joshua alvarez, joe ben hudgens, kiki, robert garcia, ana banana, jonie, georgie and georgiana, pat, sean and andrew, seante bolden, de ray oneal, michael gonzalez, mrs. montez, mr. right, ernest, stephan gordy, ahmad lewis, trinity baily, jennifer kelly, carmen perez, dj gill, david isiah, noe and nene, calvin matir, douglas matir, roxanne, virginia childress, carlos and my mexican side, and of course the entire estrada courts family... i want to thank all of the artists that made music for me to dream, too... ll cool j, de la soul, big daddy kane, kwame, heavy d, queen latifah, public enemy, eazy-e, nwa, redhead kingpin, special ed, eric b. & rakim, boogie down productions, afrika bambaataa, a tribe called quest, earth, wind & fire, zapp, parliament/funkadelic, stevie wonder, james brown, prince, michael jackson, and all the hip hop community... dreams come true... and if you focus on your dreams, your dreams will guide you... the 15 year old me and the future me have a connection... and i am doing the work that those two mes have bonded with... im staying on course... and this #willpower album is part of that course... from 15 to 20 (dreaming & forming bep) from 20 to 25 (getting signed to turning the world) from 25 to 30 (elephunk, monkey business & growing) from 30 to 35 (the e.n.d., philanthropy, networking + endless drive and hunger) from 35 to the next 5 year check point... there is a leap in life every 5 years if you focus... ive had angels along my path that kept me focused by encouraging me and reminding me of my potential... i didnt think it would be this big... but thats what happens when you follow and nurture your dreams... if you nurture your dreams, your dreams will nurture and guide you far beyond what you initially dreamed up... and i want to thank... apl.de.ap, dante santiago, mr. shah, alex (rhythm x), sanya johnson, garry booker, irving, sheldon, anthony, paul chan, polo molina, taboo, tommy samozbe (shaggy), vadias, motiv8, alicia orego (britanica), tamara benifield, dandelion, gama, milly, keeks, jovanna legaspi, papi, poet, eddie boy, mahta sharif, beta sharif, mrs. sharif, orly dekal, renee maltsburger, naissan wesley, mike pereta, lisa goldman, seth (shifty), bret (epic), jay anderson, jamal anderson, ben (benyad) mor, mazic, roycel, dre, justice league, benny cassette, foundation funkollective, eazy-e, terry heller, jerry heller, the pharcyde, fat lip, tre, j. curtis, yon styles, eddie bols, johnny johnson, kim hill, terry graves, mike fratantuno, george pajon, jr., printz board, dj mormile, scott igo, polly anthony, tatiana litvin, steve stoute, miles tackett, carlos, brian mercardo, brian beletic, dave pensado, rhett lawrence, seth friedman, mike jurkovac, stacy fergie ferguson, josh duhamel, keith harris, tim izo orindgreff, jean baptiste, mike mchenry, tammy le, nick lauher, nenad celik, enrique melendez, enrique legaspi, pam bailey, my coach & the whole famills for the support and patience...

i want to thank jimmy iovine for the guidance and belief... eddie eddie boy axley and the art team (luis betancourt, bobby khounphaysane, elliot sperl, joseph king), ken hertz, rachel rosoff, patrick soon-shiong, marc benioff, ron conway, justin paschal, sallie olmsted, toby blue, david bolno thomas kingsley, larry tyler, wioletta zdanuk, julie hovsepian, jennifer sullivan, ferdy unger-hamilton, z.beh beh...you changed my life forever...(so shaaahhhdddaaahhh), cheryl cole, nicole scherzinger, anthony preston, padraic padlock kerin, dylan 3-d dresdow, chandra, tim wade, angela ahrendts, intel, johan jervoe and deborah conrad, bea perez, joe tripodi, muhtar kent, gina collins and kate dwyer, my TCCC family, NBA, tim leiweke, randy phillips, AEG, david saltz, NFL, lucian grainge, polydor, gege, jojo, tim miller, fatima robinson, damien leroy aka ammo, dr. luke, cirkut, jessie j, danny odonoghue, tom jones, jo, moray, danny cohen, the BBC, CNN, oprah winfrey, dean kamen, laurene powell jobs, sandy robinson, sir philip green, chloe green, usher, chris brown, 2ne1, justin bieber, scooter braun, kenny hamilton, britney spears, adam leber and larry rudolph, ne-yo, diddy, lil wayne, waka flocka flame, hit-boy, david guetta, afrojack, sidney samson, eva simons, lazy jay, miley cyrus, baby kaely, cj, freshm3n iii, juicy j, skylar grey, benny blanco, shelby spalione, steve angello, sebastian ingrosso, arty, max martin, mick jagger, jennifer lopez, dallas austin, wolfgang gartner, steve duda, laidback luke, audiobot, lil jon, carlos contreras, rose mann and the staff at record plant, dj eye (jamie iovine), red foo, sky blu, goon rock, dj homicide, mikey malak, cody wise, natalia kills, dr. dre, steve berman, john ivy, julie pilat and kiss fm, big boy, fuzzy, e-man and power 106, bob pittman, john janick, martin kierszenbaum, jurgen grebner, brenda romano, brenda reynoso, tomoko itoki, todd douglas, andrew van meter, gretchen anderson, david joseph, hartwig masuch, laurent hubert, richard blackstone, venus brown, keith hauprich and the rest of the staff at bmg, ryan seacrest, phil and sony, kanye west, nabil, jay-z, ryan and kenny at west coast customs, onree the orchestra man, moo chan and onkyo, ekocycle, i.am.angel foundation, president barack obama, bill clinton, hillary clinton, chelsea clinton, terry mcauliffe, karen brooks, jp morgan chase global philanthropy, prince charles and the princes trust, david saltzman and robin hood foundation, discovery education, liana for the decor, tommy turtle, biz stone, ryan, jack dorsey and my twitter folks, larry page and google peeps, leland melvin, dave lavery, charlie bolden and NASA, all the geeks in the world, and everyone who has encouraged me to continue with my art, philanthropy and entrepreneurial activities... i also want to thank the super fams bepkaty, iakubep, pablo, nika, martina, leoh, denise, beppacy, minka, sophie and all the #peabodies, all the #willpowerpeople, and all the #iamangels... from 15 to 38, ive had this song title floating around my life (#willpower). it took #willpower to focus... it took #willpower to discipline myself... it took #willpower to be patient... and it will take #willpower to continue on my course that is set... angels are a real thing...some people are lucky to have 1 in their life... im blessed that i have many... my grandmother is so powerful... her prayers will always protect me for an eternity... my angels in the physical bring me balance... and my angels in the ether help clear the course i travel on... this project is dedicated to sarah ann cain... my nanny... i will always love you, and i.am.you... you are with me for an eternity... we planned to meet here before we got here... and we will be with each other again...

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pc2013 interscope records. all rights reserved.will.i.am, #willpower, the #willpower logo and variations thereof are trademarks of william adams and/or i.am.symbolic, llc. all images of will.i.am, all graphics based on will.i.ams likeness and persona and all variations of the #willpower logo 2013 i.am.bizzy, llc. all rights reserved.