01 TURN IT UP

(Scott Storch/Penelope Magnet/Jeff Bowden/Paris Hilton) Scott Storch Music admin-istered by TVT Music, Inc. ASCAP/2412 Music Publishing/7 Syllables Music adminis-tered by Peermusic ASCAP/Jeff B Music administered by EMI Music BMI/ParisPrincess Publishing BMI

Produced by Scott Storch for Tuff Jew ProductionsVocal Production by Penelope Magnet, Alonzo and Taura “Aura” JacksonLead Vocals by Paris HiltonBackground Vocals by Paris Hilton, Penelope Magnet, Taura “Aura” Jackson and Pooh BearEngineers: Conrad Golding for Mandatory Entertainment, Wayne “The Brain”Allison, Chris “Crown-One” Brown, Nikolas “Niko Don” Marzouca and Eric WeaverRecorded at Conway Recording, Hollywood/Hit Factory Criteria, MiamiGuitars: Aaron “Franchise” FishbeinMixed by Tony Maserati for Two Chord Music Inc. at Chung King, NYC

02 FIGHTIN’ OVER MEFEATURING FAT JOE AND JADAKISS

(Scott Storch/Penelope Magnet/Paris Hilton/Fat Joe/Jadakiss/AlonzoJackson/Taura Jackson) Scott Storch Music administered by TVT Music, Inc.ASCAP/2412 Music Publishing/7 Syllables Music administered by PeermusicASCAP/Paris Princess Publishing BMI/Joseph Cartagena Music BMI/Jeawon'sPublishing/Justin Combs Publishing administered by EMI April MusicASCAP/ Intersect Music administered by Hitco BMI/Soulfinga/Notting Hill BMI/TheAzaura Music Group ASCAP

Produced by Scott Storch for Tuff Jew ProductionsVocal Production by Penelope Magnet, Alonzo and Taura “Aura” JacksonLead Vocals by Paris HiltonBackground Vocals by Paris Hilton, Penelope Magnet and Taura “Aura” JacksonEngineers: Conrad Golding for Mandatory Entertainment, Wayne “The Brain” Allison, Eric WeaverRecorded at Conway Recording, Hollywood/Hit Factory Criteria, MiamiGuitars: Aaron “Franchise” Fishbein | Strings: Black ViolinMixed by Tony Maserati for Two Chord Music Inc. at Una Volta Studios, NYC

03 STARS ARE BLIND

(Fernando Garibay/Sheppard Solomon/Ralph McCarthy) Fernando Garibay MusicASCAP/V2 Music Publishing Limited PRS (administered by Sony/ATV Songs LLC)BMI/Zufelt Music ASCAP

Produced by Fernando Garibay for F2 Inc.Co-Produced by Sheppard SolomonAll Instrumentation, Programming, and Engineering by Fernando GaribayTrumpet: Lee R. Thornburg | Trombone: Eric JorgensonLead Vocals by Paris HiltonBackground Vocals and Additional Vocal Arrangement by Jennifer KarrRecorded at F2 Studios, HollywoodMixed by Tony Maserati for Two Chord Music Inc. at Studio At The Palms, Las VegasMix Assistant: Neeraj Khajanchi

04 I WANT YOU

(Jonathan “J.R.” Rotem/Kara DioGuardi/Evan Kidd Bogart/Barry Gibb) JonathanRotem Music BMI/Southside Independent Music Publishing BMI/K'Stuff PublishingBMI (administered by Arthouse Entertainment, Inc.)/Here's Lookin At You KiddMusic BMI/NetWorth Music Publishing BMI/Reach Global Songs BMI/Warner-Tamerlane Publishing Corp. BMI/Crompton Songs BMI. Contains elements of thecomposition “Grease” (Barry Gibb) published by Crompton Songs BMI, all rightsadministered by Warner-Tamerlane Publishing Corp. BMI. “I Want You” contains asample of the recording “Grease” as performed by Frankie Valli and produced byBarry Gibb courtesy of Paramount Pictures. Used by permission. All rights reserved.

Produced By Jonathan “J.R.” Rotem for NetWorth Entertainment, LLC.Vocal Production by Jonathan “J.R.” Rotem for NetWorth Entertainment, LLC.Vocal Arrangement by Kara DioGuardi for Caroland Productions, LLC. Lead Vocals by Paris HiltonBackground Vocals by Kara DioGuardi Recorded at Ameraycan Studios, North Hollywood/Conway Recording, HollywoodMixed by Jonathan “J.R.” Rotem for NetWorth Entertainment LLC. at NetWorth Studios, Century City, CA

05 JEALOUSY

(Scott Storch/Kara DioGuardi/Paris Hilton) Scott Storch Music administered by TVTMusic, Inc. ASCAP/K’Stuff Publishing BMI (administered by Arthouse Entertainment,Inc.)/ Paris Princess Publishing BMI

Produced by Scott Storch for Tuff Jew ProductionsVocal Production by Kara DioGuardiAdditional Vocal Production by Alonzo and Taura “Aura” JacksonLead Vocals by Paris HiltonBackground Vocals by Paris Hilton, Kara DioGuardi and Taura “Aura” JacksonEngineers: Conrad Golding for Mandatory Entertainment,Wayne “The Brain” Allison, Eric WeaverRecorded at Conway Recording, Hollywood/Hit Factory Criteria, MiamiGuitars: Aaron “Franchise” Fishbein | Strings: Black ViolinMixed by Tony Maserati for Two Chord Music Inc. at Studio At The Palms, Las VegasMix Assistant: Neeraj Khajanchi

06 HEARTBEAT

(Scott Storch/Billy Steinberg/Josh Alexander) Scott Storch Music administered byTVT Music, Inc. ASCAP/Jerk Awake ASCAP/Jetanon Music administered by JerkAwake ASCAP

Produced by Scott Storch for Tuff Jew ProductionsVocal Production by Alonzo and Taura “Aura” JacksonLead Vocals by Paris HiltonBackground Vocals by Taura “Aura” Jackson and Keely PresslyEngineers: Conrad Golding for Mandatory Entertainment, Eric WeaverRecorded at Conway Recording, Hollywood/Hit Factory Criteria, MiamiGuitars: Coley ReadMixed by Tony Maserati for Two Chord Music Inc. at Hit Factory Criteria, Miami

07 NOTHING IN THIS WORLD

(Lukasz “Dr. Luke” Gottwald/ Sheppard Solomon) Kasz Money Publishing ASCAP/V2 Music Publishing Limited PRS (administered by Sony/ATV Songs LLC) BMI

Produced by Dr. Luke for Kasz Money ProductionsRecorded by Jake Davies, Matt Beckley, and Eric WeaverRecorded at Westlake Studios, Dr. Luke’s NYC, and Conway Recording Studios, Hollywood, CAAssistant Engineer: Aniela GottwaldAdditional Protools Engineer: John HanesLead Vocals by Paris HiltonAll Instruments: Lukasz GottwaldMixed by Serban Ghenea at MixStar Studios, Virginia Beach, VAMix Assistant: Tim Roberts

08 SCREWED

(Kara DioGuardi/Greg Wells) K’Stuff Publishing BMI (administered by ArthouseEntertainment, Inc.)/Son Of Reverend Bill Music administered by EMI Blackwood, Inc. BMI

Produced by Greg Wells, Kara DioGuardi & Rob CavalloRecorded by Chris Steffen at Rocket Carousel Studio, Los AngelesLead Vocals by Paris HiltonBackground Vocals by Paris Hilton and Kara DioGuardiMixed by Tony Maserati for Two Chord Music Inc. at Una Volta Studios, NYC

09 NOT LEAVING WITHOUT YOU

(Kara DioGuardi/Greg Wells/Paris Hilton) K’Stuff Publishing BMI (administered by Arthouse Entertainment, Inc.)/Son Of Reverend Bill Music administered by EMIBlackwood, Inc. BMI/Paris Princess Publishing BMI

Produced by Greg Wells and Kara DioGuardiRecorded by Mike Lattanzi and Chris Steffen at Rocket Carousel Studio, Los AngelesLead Vocals by Paris HiltonAll Background Vocals by Paris HiltonMixed by Tony Maserati for Two Chord Music Inc. at Allaire, Shokan NY

10 TURN YOU ON

(Scott Storch/Paris Hilton/Alonzo Jackson/Taura Jackson/Courtney Triggs)Scott Storch Music administered by TVT Music, Inc. ASCAP/ Paris PrincessPublishing BMI/ Intersect Music BMI administered by Hitco/Soulfinga/NottingHill BMI/The Azaura Music Group ASCAP/Jewel RCT ASCAP

Produced by Scott Storch for Tuff Jew ProductionsVocal Production by Alonzo and Taura “Aura” JacksonLead Vocals by Paris HiltonBackground Vocals by Paris Hilton and Taura “Aura” JacksonEngineers: Conrad Golding for Mandatory Entertainment, Wayne “The Brain” Allison and Eric WeaverRecorded at Conway Recording, Hollywood/Record One, Sherman Oaks/Hit Factory Criteria, MiamiMixed by Tony Maserati for Two Chord Music Inc. at Chung King Studios, NYC

11 DO YA THINK I’M SEXY

(Rod Stewart/Carmine Appice/Duane Hitchings) EMI April Music Inc.ASCAP/EMI Full Keel Music ASCAP/WB Music Corp. ASCAP

Produced by Scott Storch for Tuff Jew ProductionsVocal Production by Alonzo and Taura “Aura” JacksonLead Vocals by Paris HiltonBackground Vocals by Paris Hilton, Nicki Harris and Taura “Aura” JacksonEngineers: Conrad Golding for Mandatory Entertainment, Wayne “The Brain” Allison and Eric WeaverRecorded at Conway Recording, Hollywood/Hit Factory Criteria, MiamiGuitars: Gabriel | Saxophone: Ed CalleMixed by Tony Maserati for Two Chord Music Inc. at Una Volta Studios, NYC

EXECUTIVE PRODUCERS: PARIS HILTON, SCOTT STORCH AND TOM WHALLEYA&R: JEFF ALDRICH

MANAGEMENT: PARIS HILTON ENTERTAINMENT – JASON MOORE AND FRONT LINE MANAGEMENT

MASTERED BY BRIAN “BIG BASS” GARDNER AT BERNIE GRUNDMAN MASTERING

ART DIRECTION: MATT TAYLOR AND JEFF AYEROFF DESIGN: MATT TAYLORPHOTOGRAPHY: JAMES WHITE AND ANTHONY MANDLER

FAT JOE APPEARS COURTESY OF ATLANTIC RECORDING CORPORATIONJADAKISS APPEARS COURTESY OF RUFF RYDERS/ INTERSCOPE RECORDS

A very special thank you to my Mom and Dad, my best friend and sister Nicky, I love you so much and I’mso proud of everything you’re doing in your life. My brothers Barron and Conrad, my GrandmasGrahamcracker and NaNu who unfortunately are no longer with us anymore and my Pa Pa Barron who is,for without all of them I would not be here today and I thank all of my family for standing behind me thruthick and thin, I love all of you so very much. I want to give a big thank you to Scott Storch, you made merealize the potential I had as an artist, you are a musical genius and it was an honor to work with you. I wantto thank Tom Whalley, the most handsome exec in the music business, I thank you for believing in me andsupporting this record so much. I would also like to thank Jason Moore, you’ve been there since the begin-ning and I appreciate all the time and care you put in to me. Thank you to Irving Azoff, I’m so grateful tohave you — the best guy in the business, and Front Line Management, and the Warner Bros. Records staff,thanks to Jeff Aldrich, it’s been great working with you, can’t wait to do the next record. Thanks so muchto Kara DioGuardi, you are talented and I want to work with you on all my albums to come and good luckwith your band Platinum Weird, you rock! Thanks to Fernando Garibay and Sheppard Solomon for creating“Stars Are Blind” with me, we made the summer hit, love it! For being a great friend, Chris Applebaum andfor making such an amazing and timeless music video and hamburger commercial, you’re so much fun towork with too, I’ll never forget the way you made me laugh during the shoot, FC!!! LOL! And to Robin Antin,the sexiest choreographer in town, thanks for the sweet moves, and for being such a great friend. To ElliotMintz aka Chard, I love you thanks for always being there for me. To “Dr. Luke” Gottwald, we wanted a hitand we got one, there is nothing in this world like it. Lydia Sarno, for making my video hot and run smooth-ly. Thank you Greg Wells. Rob Cavallo, for helping me become comfortable working in the studio, SteveMargo, Jonathan “J.R.” Rotem, love your beats, Billy Steinberg, I love the way you write and think. Fat Joe,Jadakiss, Tony Maserati, for making the mixes so hot. Jake Bailey, for the best lashes in town, you are atrue artist and I am your Barbie, Jenny Cho for making my hair look amazing and Precious thanks to youtoo. Thank you to Craig Fruin, Jeff Ayeroff, Rob Gordon, James White, Seth Riggs, Rachel Riggs, RonAnderson, Lori Glass, David Lust, PLPR and The Maude Girls, PJ Shapiro, David Lande and Ziffren-Brittenham,Joel Silver, Jon Murray and in memory of Mary-Ellis Bunim, Jeff Jenkins and Bunim/Murray Productions, Ilove the Simple Life, thanks for all your hard work. The Lekach family and Parlux, Ted Harbert and the E!Network, Yossi Siegel and the Beanstalk Group. I want to thank Dr. Dre for introducing me to the amazing-ly talented couple Lonnie and Taura Jackson, had so much fun working and writing with you both. To all theincredible photographers I worked with — David LaChapelle, Ellen von Unwerth, Mario Testino, AnthonyMandler, Marc Baptiste, and Mark Liddell. To Adria Petty for always being honest with me and making his-tory. To Paul Marciano, for making my dream since I was a little girl come true, becoming a Guess Girl.Gameloft, Samantha Thavasa, Simon & Schuster/Fireside Publishing and my best friends Caroline Damoreand Kim Kardashian, I love you both like sisters and am so happy the both of you are in my life, there areno girls I have more fun with. Ari Emmanuel, Sean Perry, Greg Siegel and the Endeavor Agency, and last butnot least my immediate family…Tokyo Blue, Harujuku B, Bambi, Baby Luv, Tina, Napoleon, Bob, Madison,George, Prada, Dolce, Cinderella, and my love Tinkerbell.

w C2006 Warner Bros. Records Inc. Made in U.S.A.