1 everywhere 3:35(Michelle Branch, John Shanks) 2001 Im With TheBand Music Company / WB Music Corp. / Line OnePublishing / EMI Virgin Music, Inc. (ASCAP)

Turn it inside out so I can seeThe part of you thats drifting over meAnd when I wake youre never thereBut when I sleep youre everywhereYoure everywhere

Just tell me how I got this farJust tell me why youre here andwho you areCause every time I lookyoure never thereAnd every time I sleepyoure always there

Cause youre everywhere to meAnd when I close my eyes its you I seeYoure everything I knowthat makes me believeIm not aloneIm not alone

I recognize the way you make me feelIts hard to think thatyou might not be realI sense it now, the waters getting deepI try to wash the pain away from meAway from me

Cause youre everywhere to meAnd when I close my eyes its you I seeYoure everything I knowthat makes me believeIm not aloneIm not alone

I am not aloneWhoa, oh, oooh, oh

And when I touch your handIts then I understandThe beauty thats withinIts now that we beginYou always light my wayI hope there never comes a dayNo matter where I goI always feel you so

Cause youre everywhere to meAnd when I close my eyes its you I seeYoure everything I knowthat makes me believeIm not aloneCause youre everywhere to meAnd when I catch my breathits you I breatheYoure everything I knowthat makes me believeIm not alone

Youre in everyone I seeSo tell meDo you see me?

2 you get me 3:54(John Shanks, Shelly Peiken, Abra Moore,Michelle Branch) 2001 Im With The Band MusicCompany / Abra Moore Songs / WB Music Corp. / LineOne Publishing / EMI Virgin Music, Inc. (ASCAP) / Hid-den Pun Music Inc. / Sushi Two (admin. by EMI Black-wood Music Inc. (BMI)

So Im a little left of centerIm a little out of tuneSome say Im paranormalSo I just bend their spoonWho wants to be ordinaryIn a crazy, mixed-up worldI dont care what theyre sayinAs long as Im your girl

Hey, you are on my sideAnd they, they just roll their eyes

You get meWhen nobody understandsYou come and take the chance, babyYou get meYou look inside my wild mindNever knowing what youll findAnd still you want me all the timeYeah, you doYeah, you get me

So what if I see the sunshineIn the pouring rainSome people think Im crazyBut you say its okayYouve seen my secret gardenWhere all of my flowers growIn my imaginationAnything goes

I, I am all you wantThey, they just read me wrong

You get meWhen nobody understandsYou come and hold my hand, babyYou get meYou look inside my wild mindNever knowing what youll findStill you want me all the timeYeah, you doCause you get me

Hey, you are on my sideThey, they just roll their eyesYeah, yeah, yeah

Cause you get meWhen nobody understandsYou come and take the chance, babyYou get meWhen none of the pieces fitYou make sense of itYou get meYou look inside my wild mindNever knowing what youll findAnd still I want you all the timeYeah, I doCause you get meYeah, oh, yeah, oh

3 all you wanted 3:38(Michelle Branch) 2001 Im With The Band MusicCompany / WB Music Corp. (ASCAP)

I wanted to be like youI wanted everythingSo I tried to be like youAnd I got swept away

I didnt know that it was so coldAnd you needed someoneto show you the waySo I took your hand and we figured outThat when the tide comesId take you away

If you want toI can save youI can take you away from hereSo lonely insideSo busy out thereAnd all you wantedwas somebody who cares

Im sinking slowlySo hurry hold meYour hand is all I have to keep me hang-ing onPlease can you tell meSo I can finally seeWhere you go when youre gone

If you want toI can save youI can take you away from hereSo lonely insideSo busy out thereAnd all you wantedwas somebody who cares

All you wanted was somebody who caresIf you need me you know Ill be thereOh, yeah

If you want toI can save youI can take you away from hereSo lonely insideSo busy out thereAnd all you wantedwas somebody who cares

Please can you tell meSo I can finally seeWhere you go when youre gone

4 you set me free 3:09(Michelle Branch, John Shanks) 2001 Im With TheBand Music Company / WB Music Corp. / Line OnePublishing / EMI Virgin Music, Inc. (ASCAP)

Cant you see?Theres a feeling thats come over meClose my eyesYoure the only one that leaves me com-pletely breathless

No need to wonder whySometimes a gift like this you cant deny

Cause I wanted to fly,so you gave me your wingsAnd time held its breath so I could see,yeahAnd you set me free

Theres a willTheres a waySometimes words just cant explainThis is realIm afraidI guess this time theres just no hiding,fightingYou make me restless

Youre in my heartThe only light that shinesthere in the dark

Cause I wanted to fly,so you gave me your wingsAnd time held its breath so I could see,yeahAnd you set me free

When I was aloneYou came aroundWhen I was downYou pulled me throughAnd theres nothing thatI wouldnt do for you

Cause I wanted to fly,so you gave me your wingsAnd time held its breath so I could see,yeah

And you set me free

5 something tosleep to 4:13(Michelle Branch, Jenifer Hagio, John Shanks)2001 Im With The Band Music Company /WB Music Corp. / Hagio Music / Line One Publishing /EMI Virgin Music, Inc. (ASCAP)

Shes his yellow brick roadLeading him onAnd letting him go as faras she lets him goGoing down to nowhere

She puts on her make-upThe same way she did yesterdayHoping everythings the sameBut everything has changed

In my mindEverything we did was rightOpen your eyes, Ill still be by your sideHow could I ever have been so blind?You give me something to sleep toat night

He wakes up to the soundSo scared that shes leavingHe wishes she were stillasleep next to himHoping she will change

In my mindEverything we did was rightOpen your eyes, Ill still be by your sideHow could I ever have been so blind?You give me something to sleep toat night

You give me something to sleep toAnd all I know isYou give me something to dream to whenIm all alone and blueDont leave me nowDont leave me now

Dont leave me nowDont leave me nowDont leave me nowDont leave me nowDont leave me nowDont leave me now

In my mindEverything we did was rightOpen your eyes, Ill still be by your sideHow could I ever have been so blind?You give me something to sleep toSomething to sleep toSomething to sleep to at night

6 here with me 3:25(Michelle Branch, John Shanks) 2001 Im With TheBand Music Company / WB Music Corp. / Line OnePublishing / EMI Virgin Music, Inc. (ASCAP)

Its been a long, long time since I lookedinto the mirrorI guess that I was blindNow my reflections getting clearerNow that youre gone things will never bethe same again

Theres not a minute that goes by everyhour of every dayYoure such a part of meBut I just pulled awayWell, Im not the same girlyou used to knowI wish I said the words I never showed

I know you had to go awayI died just a little, and I feel it nowYoure the one I needI believe that I would cry just a littleJust to have you back nowHere with meHere with me

You know that silence is loud when all youhear is your heartAnd I wanted so badly just to be a part ofsomething strong and trueBut I was scared and left it all behind

I know you had to go awayI died just a little, and I feel it nowYoure the one I needI believe that I would cry just a littleJust to have you back nowHere with meHere with me

And Im askingAnd Im wanting you to come back to mePlease?

I never will forget that look uponyour faceHow you turned away and leftwithout a traceBut I understand that you did what youhad to doAnd I thank you

I know you had to go awayI died just a little, and I feel it nowYoure the one I needI believe that I would cry just a littleJust to have you back nowHere with meHere with me

7 sweet misery 3:43(Michelle Branch) 2001 Im With The Band MusicCompany / WB Music Corp. (ASCAP)

I was lostAnd you were foundYou seemed to stand on solid ground

I was weakAnd you were strongAnd me and my guitar,we strummed along, oh

Sweet misery you cause meThats what you called meSweet misery you cause me

I was blindBut oh, how you could seeYou saw the beauty in everything, every-thing and me

I would cryAnd you would smileYoud stay with me a little while

Sweet misery you cause meThats what you called meSweet misery you cause me

And in my heart I see, ohWhat youre doing to meAnd in my heart I see, ohJust how you wanted it to beSweet misery

Oh, whoa

Sweet misery you cause meThats what you called meSweet misery you cause me

And in my heart I see, ohWhat youre doing to meAnd in my heart I see, ohJust how you wanted it to beSweet misery

I was weakAnd you were strongAnd me and my guitar,we strummed along

8 if only sheknew 4:19(Michelle Branch) 2001 Im With The Band MusicCompany / WB Music Corp. (ASCAP)

I dont know whose side Im takinBut Im not takin things too wellI can see inside youre achinBut is it still too early for me to tell?

I try to help you out through the hardestof timesYour heart is in your throat and Imspeaking my mindThough it looks as if its overIm still not over you

Cause I still love you like I did beforeI know for sure that you still feel thesame way I doIf only she knewWhoa, if only she knew, oh

I try to let it gobut I dont know if I can take itCause the way you looked at meMade me see that I cant really fake it

I try to help you out throughthe hardest of timesYour heart is in your throat and Imspeaking my mindThough it looks as if its overIm still not over you

Cause I still love you like I did beforeI know for sure that you still feel thesame way I doIf only she knewWhoa

I know she loves you and I cant interfereSo Ill just have to sit back and watch myworld disappearWhoa

I try to help you out throughthe hardest of timesYour heart is in your throat and Imspeaking my mindThough it looks as if its overIm still not over youOh, Im still not over you

Cause I still love you like I did beforeI know for sure that you still feel thesame way I doWhoaCause I will never ever walk awayIll find a wayShe could never love you like I doIf only she knew

If only she knew, oh yeahNa na na na na na na na.

9 id rather bein love 3:55(Michelle Branch) 2001 Im With The Band MusicCompany / WB Music Corp. (ASCAP)

I cannot help itI couldnt stop it if I triedThe same old heartbeat fills the empti-ness I have insideAnd Ive heard that you cant fight love,so I wont complainCause why would I stop the fire thatkeeps me going on?

Cause when theres you, I feel wholeAnd theres no better feeling in the worldBut without you Im aloneAnd Id rather be in love with you

Turn out the lights nowTo see is to believeI just want you near meI just want you here with meAnd Id give up everything only for youIts the least that I could do

Cause when theres you, I feel wholeAnd theres no better feeling in the worldBut without you Im aloneAnd Id rather be in love with you

And I feel you holding me

Why are we afraid to be in love?To be lovedI cant explain itI know its tough to be loved

And I feel you holding me

Oh, ohAnd when theres you, I feel wholeAnd theres no better feeling in the worldBut without you Im alone

And Id rather be in loveYes, Id rather be in loveOh, Id rather be in love with you

And I feel you holding me, oh

10 goodbye to you 4:11(Michelle Branch) 2001 Im With The Band MusicCompany / WB Music Corp. (ASCAP)

Of all the things Ive believed inI just want to get it over withTears form behind my eyesBut I do not cryCounting the days that pass me by

Ive been searching deep down in my soulWords that Im hearingare starting to get oldIt feels like Im starting all over againThe last three years were just pretendAnd I said,

Goodbye to youGoodbye to everything I thought I knewYou were the one I lovedThe one thing that I tried to hold on to

I still get lost in your eyesAnd it seems that I cant live a day with-out youClosing my eyes and you chase mythoughts awayTo a place whereI am blinded by the lightBut its not right

Goodbye to youGoodbye to everything I thought I knewYou were the one I lovedThe one thing that I tried to hold on to

And it hurts to want everything and noth-ing at the same timeI want whats yoursand I want whats mineI want youBut Im not giving in this time

Goodbye to youGoodbye to everything I thought I knewYou were the one I lovedThe one thing that I tried to hold on toThe one thing that I tried to hold on to

And when the stars fallI will lie awakeYoure my shooting star

11 drop in theocean 4:18(Michelle Branch, Jenifer Hagio, Will Golden,Bernie Reilly) 2001 Im With The Band MusicCompany / WB Music Corp. / Hagio Music /Soma-Holiday Music / WishinHog Music (ASCAP)

Love took me by the handLove took me by surpriseLove led me to youAnd love opened up my eyes

And I was drifting awaylike a drop in the oceanAnd now I realize thatnothing has been as beautifulAs when I saw heavens skiesIn your eyesIn your eyes

And every time I drift awayI lose myself in youAnd now I see I can be meIn everything I do

Cause I was feeling as smallas a drop in the oceanAnd now I realize thatnothing has been as beautifulAs when I saw heavens skiesIn your eyesIn your eyes

Love took me by the handLove took me by surprise

And I was drifting awaylike a drop in the oceanAnd now Ive realized thatnothing has been as beautifulAs when I saw heavens skiesIn your eyesIn your eyes

Lyrics Reprinted by Permission.All Rights Reserved.

Produced by John ShanksEngineered by Lars Fox and Marc DeSistoPro Tools editing by Lars FoxTracks 1, 3 & 4 Mixed by Chris Lord-Algeat Image RecordersHollywood, CATracks 2, 5 & 7 Mixed by Dave Way atLarrabee West Sound StudiosWest Hollywood, CATracks 6, 8, 9, 10 & 11 Mixed by Marc DeSistoat Westlake AudioLos Angeles, CA

Recorded at Sunset SoundHollywood, CA,Henson Recording StudiosHollywood, CAand Ananda StudiosHollywood, CA

Mastered by Stephen Marcussen atMarcussen MasteringLos Angeles, CA

Assistant engineers: Monique Mizrahi,Chris Reynolds, Tom Nellen,Jaime Sickora, Jason Rankins,Steve Kaplan and Jason Schweitzer

Guitars: John Shanks, Michelle BranchKeyboards: Patrick Warren, John Shanks,Michelle BranchBass: John ShanksProgramming: John Shanks, Lars FoxDrums: Kenny Aronoff, Vinnie Colaiuta

Track 16 Directed by Francis Lawrence;Produced by Caleb DewartTrack 17 Directed by Liz Friedlander;Produced by Emilie Sennebogen

A&R: Danny Strick

Production Coordinators: Robert Cappadona andShari Sutcliffe

Art Direction: Kim Biggs & David HarlanDesign: Shoshannah Day StraussPhotography: Matthew Welch

Guy Oseary: These words could not exist without your bless-ing. I am deeply grateful to you for knowing who I am, andmaking me a part of who you are.

To my family: Dad, Mom, David and Nicole...Nothing on earthmeans more than your support. I love you and for once, donthave the words in me to thank you enough.

Jenifer Hagio: Not only are you my best friend, but youre somuch fun to play music with. Thank you for being a part of it.

Jeff Rabhan: Your faith in me from the beginning has been soamazing. All our hard work has paid off. Thank you for beingyou. I love you! I cant wait to see how many more braceletsbreak down the road.

John Shanks: I had such a wonderful time making this recordand working with you. Ive learned so much. I told you myideas and you turned them into music. You will continue toinspire me as a writer, musician and person. Thank you forseeing me as an artist. Much love.

Danny Strick: Your love of my music and your belief in me asan artist is as plain to see as the smile on your face. Thank youfor being the man who saw me for who I was, yet had thevision to help make me what Ive become. I love you.

I want to thank the following people for their hard work andenthusiasm. It helped make this record become what it is. Ilove you all: Lars Fox (Uber thanks!), Marc DeSisto, KennyAronoff and Vinny Colaiuta for banging the bongos for me, andPatrick Warren for helping make my songs come to life.

Joe Belliotti, Gina and Gary Bettum, Joyce Lapinsky,Jennifer Moody, Still Stanley, Bernie Reilly, the Hagios,Justincase, Christopher Sabec, Sterling McIlwaine, Hanson,Jay Lean, Monique Mizrahi, Chris Reynolds, Tom Nellen,Jaime Sickora, Jason Rankins, Steve Kaplan, JasonSchweitzer, and all the staff at Henson, Sunset Sound andAnanda Studios for making me feel so welcome.

Very special thanks to Rick Neigher.

Ken Abdo: Thanks for knowing all those big words. TheAbdomen rock!

My new extended family, Maverick Records. So many of youhave embraced me and made me feel at home. I am truly hon-ored and appreciative that you are all a part of my music.

Judy Stakee, David Andreone and everyone at Warner-Chap-pell. The long road together begins here. Im proud to be work-ing with you. My heartfelt thanks for believing in my songs.

My friends and supporters make it all possible. I am so grate-ful to you. There are so many people that I know I have for-gotten. So, forgive me,and many thanks to ____________!!

(your name here)

BONUS TRACKS:12 life on mars13 goodbye to you(unplugged version)14 all you wanted(unplugged version)

15 everywhere(acoustic)

16 goodbye to you(video)17 all you wanted

(video)18 everywhere (video)

01 Everywhere02 You Get Me03 All You Wanted04 You Set Me Free05 Something To Sleep To06 Here With Me07 Sweet Misery08 If Only She Knew09 Id Rather Be In Love10 Goodbye To You11 Drop In The Ocean12 Life On Mars13 Goodbye To You (Unplugged Version)14 All You Wanted (Unplugged Version)15 Everywhere (Acoustic)16 Goodbye To You (Video)17 All You Wanted (Video)18 Everywhere (Video)

michellebranch.com repriserecords.comArtworkC2009 Reprise Records. Video ContentC2001 Maverick Recording Company.P2001 Maverick Recording Company.P2009 Reprise Records.r