Aftermath Records, 2220 Colorado Ave., Santa Monica, CA 90404. Manufactured and distributed in the United States by

Universal Music & Video Distribution, Corp. �� 2005 Aftermath Records. All rights reserved. Printed in the U.S.A.

Unauthorized duplication is a violation of applicable laws. B0005882-02

1 MY NAME IS (M. Mathers, A. Young) Eight Mile Style (BMI)/Ensign Music Corporation/WB Music Corp./Ain’t Nothin’ Going On But F*****’ Music (ASCAP)

Produced by Dr. Dre. Mixed by Dr. Dre. Mix Engineer: Richard “Segal” Huredia. Contains aninterpolation from “I Got The” (L. Siffre) Published by Chrysalis Music. Performed by Labri Siffre. Courtesy of EMIRecords, Ltd. Used by Permission. All Rights Reserved.

2 THE WAY I AM (M. Mathers) Eight Mile Style (BMI)/Ensign Music Corporation (BMI)

Produced by Eminem. Mixed by Eminem. Recording & Mix Engineer: Richard “Segal” Huredia.Assistant Engineer: Thomas Rounds. Bass & Guitar by Mike Elizondo. Keyboards by Mike Elizondo& Tommy Coster, Jr.

3 STAN (FEAT. DIDO) (M. Mathers, D. Armstrong, P. Herman) Eight Mile Style (BMI)/Ensign Music Corporation (BMI)/WBMusic Corporation (ASCAP) on behalf of Warner Chappell Music, Ltd.(PRS)/Champion Music U.K.

Produced by The 45 King. Co-Produced by Eminem.Mixed by Eminem. Recording & Mix Engineer: Richard“Segal” Huredia. Bass by Mike Elizondo. Guitar by SeanCruise. Dido appears courtesy of Arista & Cheeky Records.

4 LOSE YOURSELF (M. Mathers, J. Bass,L. Resto) Eight Mile Style (BMI)

Produced by Eminem. Additional production by J. Bass.Mixed by Eminem & Steve King @ 54 Sound in Detroit,MI. Recorded by Steve King & Mike Strange. Drumprogramming by Eminem. Guitar, Bass & Keyboards byJ. Bass. Keyboards & Programming by Luis Resto.

5 SHAKE THAT (FEAT. NATE DOGG)(M. Mathers, L. Resto, S. King, N. Hale) Shroom Shady Music (BMI)/Resto World Music (ASCAP)/Dirty Steve’s Music (BMI)/Nate Dogg Music(BMI)

Produced by Eminem. Additional production by Luis Resto.Recorded by Mike Strange & Tony Campana @ 54Sound in Detroit, MI. Mixed by Eminem & Steve King @54 Sound in Detroit,MI. Keyboards by Luis Resto. Bass& Guitar by Steve King. Nate Dogg appears courtesy of Nate

Dogg, Inc./Love & Happiness Productions.

6 SING FOR THE MOMENT (S. Tyler, M. Mathers, J. Bass, L. Resto, S. King) Daskel, LLC (admin.by Sony/ATV Songs, LLC) (BMI)/Ensign Music Corporation (BMI)/EightMile Style (BMI)

Produced by Eminem. Co-Produced by Jeff Bass for F.B.T.Productions. Recorded by Steve King @ Marshall’s House& 54 Sound in Detroit, MI. Mixed by Steve King @ 54 Sound. Assistant Engineer: Mike Strange. DrumProgramming by D.J. Head. Keyboards, Guitars & Bassby Jeff Bass. Guitar Solo by Joe Perry of Aerosmith.Recording of Joe Perry’s Guitar by Marti Frederiksen. Contains elements from “Dream On” (S. Tyler). Performed byAerosmith. Used By Permission. All Rights Reserved. Aerosmithappears courtesy of Sony Music.

7 WITHOUT ME (M. Mathers, K. Bell, J. Bass, M. McLaren, A. Dudley, T. Horn) Ensign MusicCorporation (BMI)/Eight Mile Style (BMI)/Satisfaction Fulfilled Ltd./Buffalo Music/Unforgettable Music (PRS)

Produced by Eminem. Co-Produced by Jeff Bass for F.B.T. Productions. Additional Productionby D.J. Head. Recorded by Steve King @ Marshall’s House & 54 Sound in Detroit, MI.Additional Recording by Mauricio “Veto” Iragorri. Assistant Engineers: Alex Reverberi, MikeStrange & Urban Kris. Mixed by Dr. Dre @ Larabee West. Keyboards, Guitars & Bass by JeffBass. Contains resung elements from “Buffalo Gals” (M. McLaren/A. Dudley/T. Horn). Used by Permission. All Rights Reserved.

8 LIKE TOY SOLDIERS (M. Mathers, L. Resto, M. Dawson, M. J. Margules) Eight Mile

Style Music (BMI)/ Jaceff Music (ASCAP)/Resto World Music (ASCAP)/Tika Tunes/Famous Music Corporation (ASCAP)/Ensign Music Corporation (BMI)

Produced by Eminem. Additional production by Luis Resto. Recorded by Steve King, TonyCampana & Mike Strange @ 54 Sound in Detroit, MI. Mixed by Eminem & Steve King @ 54Sound in Detroit, MI. Bass & Guitar by Steve King. Keyboards by Luis Resto. Containsinterpolation from “Toy Soldiers” (M. Dawson, M. J. Margules) Published by Tika Tunes/Famous MusicCorporation (ASCAP)/Ensign Music Corporation (BMI) Used by permission. All Rights Reserved.

9 THE REAL SLIM SHADY (M. Mathers, A.Young, M. Elizondo, T. Coster)

Eight Mile Style (BMI)/Ensign Music Corporation (BMI)/WB Music Corporation (ASCAP)/Ain’t Nuthin’ Goin’ On ButF*****’ Music (ASCAP)/ Elvismambo/Music of Windswept (ASCAP)/Five Card Music (ASCAP)Bug Music/ StrawberryBlonde Music (BMI)

Produced by Dr. Dre & Mel-Man. Mixed by Dr. Dre. Recording & Mix Engineer: Richard “Segal”Huredia. Bass & Guitar by Mike Elizondo. Keyboards by Tommy Coster, Jr.

10MOCKINGBIRD (M. Mathers, L. Resto) Eight Mile Style Music (BMI)/Jaceff Music

(ASCAP)/ Resto World Music (ASCAP)/Nueve Music (ASCAP)

Produced by Eminem. Additional production by Luis Resto. Recorded by Steve King, TonyCampana & Mike Strange @ 54 Sound in Detroit, MI. Mixed by Eminem & Steve King @ 54Sound in Detroit, MI. Keyboards by Luis Resto.

11 GUILTY CONSCIENCE (FEAT. DR. DRE) (M. Mathers, A. Young) Eight Mile Style (BMI)/WB Music Publishing/Ain’t Nuthin’ Goin’ On But F*****’ Music (ASCAP)

Produced by Dr. Dre & Eminem. Mixed by Dr. Dre. Mix Engineer: Richard “Segal” Huredia.Narration by Mark Avery. Contains an interpolation from “Go Home Pigs”, as contained in the film “Getting Straight”, published by EMI Music.

12 CLEANIN’ OUT MY CLOSET (M. Mathers,J. Bass) Ensign Music Corporation (BMI)/ Eight Mile Style (BMI)

Produced by Eminem & Jeff Bass for F.B.T. Productions. Recordedby Steve King @ Marshall’s House & 54 Sound in Detroit, MI. Mixedby Steve King @ 54 Sound. Assistant Engineers: Mike Strange &Urban Kris. Keyboard, Guitar and Bass by Jeff Bass. Additional DrumProgramming by D.J. Head.

13JUST LOSE IT (M. Mathers, A. Young, M. Elizondo, M. Batson,

C. Pope) Eight Mile Style Music (BMI)/Ain’t Nuthin’ Goin’ On But F*****’ Music(ASCAP)/Elvismambo/Blotter/Music of Windswept (ASCAP)/ Bat Future Music (BMI)/Jenellerene (BMI)/Hard Workin’ Black Folks (ASCAP)

Produced by Dr. Dre & Mike Elizondo. Mixed by Dr. Dre @ RecordOne Recording. Recorded by Mauricio “Veto” Iragorri & SteveBaughman @ Transcontinental Studios in Orlando, FL and SteveKing, Tony Campana & Mike Strange @ 54 Sound in Detroit, MI.Assistant Engineers: Michael Sroka, Ben Jost, Rouble Kapoor &Scott Hays. Guitars by Mike Elizondo. Keyboards by Mike Elizondo& Mark Batson. Contains interpolations of “U Can't Touch This” (R. James/A. Miller/K. Burrell) published by Jobete Music Co., Inc./Stone Diamond MusicCorp. and Bust It Publishing (BMI) used by permission. Contains lyrical excerptsfrom “Lose Yourself” (M. Mathers, J. Bass, L. Resto) Published by Eight Mile StyleMusic (BMI)/Martin Affiliated Music (BMI)/Jaceff Music (ASCAP)/Nueve Music(ASCAP). Used by permission. Contains lyrical excerpts from “Without Me” (M.Mathers, J. Bass, K. Bell, M. McLaren, A. Dudley, T. Horn) Published by EnsignMusic Corporation (BMI)/Eight Mile Style Music (BMI)/Martin Affiliated Music(BMI)/ Nuez Music (BMI)/Satisfaction Fulfilled Ltd/ Buffalo Music/UnforgettableMusic Ltd (PRS). Used by permission.

14 WHEN I’M GONE (M. Mathers, L. Resto) Shroom ShadyMusic (BMI)/Resto World Music (ASCAP)

Produced by Eminem. Additional production by Luis Resto.Recorded by Mike Strange & Tony Campana @ 54 Sound in Detroit,MI. Mixed by Eminem, Mike Strange & Steve King @ 54 Sound inDetroit, MI. Keyboards by Luis Resto.

BONUS TRACKSTAN (FEAT. ELTON JOHN)

(LIVE)Produced by the Recording Academy. Provided courtesy of the Recording Academy. � 2002National Academy of Recording Arts & Sciences, Inc.Elton John appears courtesy of Mercury Records.

CAST

Eminem Management: Paul Rosenberg Esq. for Goliath Artists Inc.

Eminem & Shady Records Legal: Theo Sedlmayr Esq. for Sedlmayr and Associates, LLP and

Gary Stiffleman for Ziffren, Brittenham, Branca, Fischer, Gilbert-Lurie, Stiffelman & Cook LLP

SHADY RECORDSA&R: Marc LaBelle & Tracy McNew

AFTERMATHLegal: Peter Paterno

Project Coordinators: Larry Chatman and Kirdis Postelle

INTERSCOPEA&R: Marcus Heisser

Marketing Director: Chris Clancy

Production Coordinator: Les Scurry

Publicity: Dennis Dennehy

Video Promotions: David Saslow and Randy Sosin

New Media: Andrew Mains

Creative: Nicole Frantz

Booking (US): Cara Lewis, William Morris Agency

Booking (Europe): Steve Strange, Helter Skelter Agency Ltd.

Art Direction & Design: SLANG Inc.

Photography: Anthony Mandler, Jonathan Mannion, Karin Catt, Nitin Vadukul/Idols.

F.B.T. Production Management: Joel Martin

Studio Coordinators for 54 Sound: Sarah Catlett & Lindsay Collins

Mastered by: Brian “Big Bass” Gardner at Bernie Grundman Mastering

EXECUTIVE PRODUCER:

Aftermath Records, 2220 Colorado Ave., SantaMonica, CA 90404. Manufactured and distributed inthe United States by Universal Music & VideoDistribution, Corp. �� 2005 Aftermath Records. Allrights reserved. Printed in the U.S.A. Unauthorizedduplication is a violation of applicable laws.

1 MY NAME IS 2 THE WAY I AM 3 STAN (FEAT. DIDO) 4 LOSE YOURSELF5 SHAKE THAT (FEAT. NATE DOGG) 6 SING FOR THE MOMENT 7 WITHOUT ME8 LIKE TOY SOLDIERS 9 THE REAL SLIM SHADY 10 MOCKINGBIRD11 GUILTY CONSCIENCE (FEAT. DR. DRE) 12 CLEANIN’ OUT MY CLOSET13 JUST LOSE IT 14 WHEN I’M GONE BONUS TRACK STAN (FEAT. ELTON JOHN) (LIVE)

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