a&r [a&r direction], coordinator [coordination] Mitch Martin
a&r [atlantic a&r administration] Lanre Gaba
booking [domestic booking] Paradigm Talent Agency
booking [international booking] William Morris Endeavor Entertainment
creative director [creative direction], art direction Chuck Lightning
executive-producer Chuck Lightning
executive-producer Janelle Monáe
executive-producer Nate "Rocket" Wonder
executive-producer Sean Combs
executive-producer [co-executive producer] Antwan Patton
layout [packaging layouts] Sachiko Asano
legal [atlantic legal] Jeremy Kaplan
legal [legal representation for the wondaland arts society] Jonathan E. Leonard
liner notes Max Stellings
management [management for ms. monáe, for] Wondaland Management
management [management for ms. monáe] Kelli Andrews
management [management for ms. monáe] Mikael Moore
marketing [atlantic marketing] Ashaunna Ayars
marketing [atlantic marketing] Tony Corey
painting [additional paintings by] Chad Weatherford
painting [additional paintings by] Janelle Monáe
painting [cover paintings], artwork [additional artwork by] Sam Spratt
photography by Marc Baptiste
producer [all songs produced by] Chuck Lightning
producer [all songs produced by] Janelle Monáe
producer [all songs produced by] Nate "Rocket" Wonder
producer [all songs produced by] Roman GianArthur Irvin
producer [associate album producer] Mitch Martin
producer [associate album producer] Roman GianArthur Irvin
production manager [packaging production] Carolyn Tracey
Phonographic Copyright (p) Bad Boy Records, LLC
Copyright (c) Bad Boy Records, LLC
Manufactured By Atlantic Recording Corporation
Distributed By Atlantic Recording Corporation
Record Company Warner Music Group
Published By Apodictic Arts, LLC
Published By Jane Lle Publishing
Published By Ink Is An Instrument Publishing
Published By Tang Nivri Publishing
Published By Terrence L. Brown Publishing Designee
Published By Daddy Kellis Publishing
Published By Art Dealer Chic
Published By Universal Music Publishing
Produced For Apodictic Arts, LLC
Recorded At Wondaland Studio
Recorded At Eastwest Studios
Mixed At Silent Sound Studios
Mixed At Patchwerk Recording Studios
Mixed At Hot Purple Petting Zoo
Mixed At Stankonia Recording
Mixed At ZAC Recording Studio
Mastered At COS Mastering
01:
Inspired by the idea of Ennio Morricone player cards with Duke Ellington
Apodictic Arts, LLC (ASCAP)/Jane Lle Publishing (ASCAP)/ Ink Is An Instrument (ASCAP)
Produced for Apodictic Arts, LLC.
Recorded at Wondaland Recording Studios in Atlanta, GA.
Mixed for Roselle New Jersey at Silent Sound Studios in Atlanta, GA.
Mastered at COS Mastering, Atlanta, GA.
Contains elements of 'Electric Lady,' 'Look Into My Eyes,' Dorothy Dandridge Eyes,' 'Ghetto Woman,' and 'Victory.'

02:
Inspired by HIDDENCOLORS1&TWO and the burning Big House in Django Unchained
Jane Lle Publishing (ASCAP)/ Tang Nivri Publishing (ASCAP)/ Ink Is An Instrument (ASCAP)/ Terrence L. Brown Publishing Designee
Recorded at Wondaland Recording Studios in Atlanta, GA.
Mixed for Roselle New Jersey at Silent Sound Studios in Atlanta, GA.
Mastered at COS Mastering, Atlanta, GA.

03:
Inspired by the W.O.W. (the Women of Wondaland) and private conversations between JM and EB
Jane Lle Publishing (ASCAP)/ Tang Nivri Publishing (ASCAP)/ Ink Is An Instrument (ASCAP)/ Daddy Kellis Publishing (BMI)/ Apodictic Arts, LLC (ASCAP)/
Recorded at Wondaland Recording Studios in Atlanta, GA.
Mixed for Roselle New Jersey at Patchwerk Recording Studios, Atlanta, GA.
Mastered at COS Mastering in Atlanta, GA.
Erykah Badu appears courtesy of Motown Records

04:
Inspired by Janelle Monáe's Electric Lady series of paintings (see the Palace of the Dogs archives) and Jimi's smile
Jane Lle Publishing (ASCAP)/ Tang Nivri Publishing (ASCAP)/ Ink Is An Instrument (ASCAP)/ Apodictic Arts, LLC (ASCAP)/
Recorded at Wondaland Recording Studios in Atlanta, GA.
Mixed for Roselle New Jersey at the HotPurplePettingZoo in Los Angeles, CA and Silent Sound Studios in Atlanta, GA.
Mastered at COS Mastering in Atlanta, GA.
Solange appears courtesy of Columbia Records, a division of Sony Music Entertainment

05:
Recorded at Wondaland Recording Studios in Atlanta, GA.
Mixed at Stankonia Recording Studios in Atlanta, GA.
Featuring Charlie Darker as DJ Crash; Mia Nunnally as PowerUp Sista #1; Ninjaback Leroy as his own damn self.

06:
Inspired by Cindi's favorite memories at the Electric Sheep nightclub
Jane Lle Publishing (ASCAP)/ Tang Nivri Publishing (ASCAP)/ Ink Is An Instrument (ASCAP)/ Art Dealer Chic/Universal Music Publishing (ASCAP)/ Apodictic Arts, LLC (ASCAP)
Recorded at Wondaland Recording Studios in Atlanta, GA and EastWest Studios in Los Angeles, CA.
Mixed for Roselle New Jersey at Silent Sound Studios in Atlanta, GA.
Mastered at COS Mastering in Atlanta, GA.
Miguel appears courtesy of ByStorm/RCA Records, a division of Sony Music Entertainment

07:
Inspired by Memory #9553 (Otherwise known as the Cindi Mayweather Electric Sheep episode)
Jane Lle Publishing (ASCAP)/ Tang Nivri Publishing (ASCAP)/ Ink Is An Instrument (ASCAP)/ Apodictic Arts, LLC (ASCAP)
Recorded at Wondaland Recording Studios in Atlanta, GA.
Mixed for Roselle New Jersey at Silent Sound Studios in Atlanta, GA.
Mastered at COS Mastering, Atlanta, GA.

08:
Recorded at Wondaland Recording Studios in Atlanta, GA.
Mixed at Stankonia Recording Studios in Atlanta, GA.
Featuring Charlie Darker as DJ Crash; Roman GianArthur and George 2.0 as the Chrome Shoppe Bros.; Isis Valentino as Melanie 4521; and Azza Gallab as Assata 8550.

09:
Inspired by Michael Jackson's glistening jheri curl in Thriller and Bo Diddley's tremolo guitar
Jane Lle Publishing (ASCAP)/ Tang Nivri Publishing (ASCAP)/ Ink Is An Instrument (ASCAP)
Recorded at Wondaland Recording Studios in Atlanta, GA.
Mixed for Roselle New Jersey at the HotPurplePettingZoo in Los Angeles, CA.
Mastered at COS Mastering, Atlanta, GA.

10:
Inspired by the temptation of the sirens (See Book XII of The Odyssey)
Jane Lle Publishing (ASCAP)/ Tang Nivri Publishing (ASCAP)/ Ink Is An Instrument (ASCAP)/ Terrence L. Brown Publishing Designee
Recorded at Wondaland Recording Studios in Atlanta, GA.
Mixed for Roselle New Jersey at Silent Sound Studios in Atlanta, GA.
Mastered at COS Mastering, Atlanta, GA.

11:
Inspired by Stevie Wonder listening to Os Mutantes on vinyl (circa 1973)
Produced and arranged for Apodictic Arts, LLC.
Recorded at Wondaland Recording Studios in Atlanta, GA.
Mixed for Roselle New Jersey at Silent Sound Studios in Atlanta, GA.
Mastered at COS Mastering, Atlanta, GA.
Contains elements of 'Look Into My Eyes,' 'Dorothy Dandridge Eyes,' 'Red Alarm,' 'Ghetto Woman,' 'Dance Apocalyptic,' and 'What An Experience'

12:
Inspired by the first jealous pangs of Cindi Mayweather
Jane Lle Publishing (ASCAP)/ Apodictic Arts, LLC (ASCAP)/ Tang Nivri Publishing (ASCAP)/ Ink Is An Instrument (ASCAP)/
Recorded at Wondaland Recording Studios in Atlanta, GA.
Mixed for Roselle New Jersey at Silent Sound Studios in Atlanta, GA.
Mastered at COS Mastering, Atlanta in GA.

13:
Inspired by Kansas City, Kansas and the Slop City section of Metropolis
Jane Lle Publishing (ASCAP)/ Tang Nivri Publishing (ASCAP)/ Ink Is An Instrument (ASCAP)
Recorded at Wondaland Recording Studios in Atlanta, GA.
Mixed for Roselle New Jersey at Silent Sound Studios in Atlanta, GA.
Mastered at COS Mastering, Atlanta, GA.

14:
Recorded at Wondaland Recording Studios in Atlanta, GA.
Mixed at Stankonia Recording Studios in Atlanta, GA.
Featuring Charlie Darker as DJ Crash; Lacey Duke as Peggy LakeShore; Joshua Newbright as himself; Last Caller Unidentified.

15:
Inspired by the life and times of Janelle Monáe (as documented at The Palace of the Dogs)
Jane Lle Publishing (ASCAP)/ Tang Nivri Publishing (ASCAP)/ Ink Is An Instrument (ASCAP)/ Daddy Kellis Publishing (BMI)/
Recorded at Wondaland Recording Studios in Atlanta, GA.
Mixed for Roselle New Jersey at ZAC Studios, Atlanta, GA.
Mastered at COS Mastering, Atlanta, GA.

16:
Inspired by the midnight dreams of Cindi Mayweather
Jane Lle Publishing (ASCAP)/ Tang Nivri Publishing (ASCAP)/ Ink Is An Instrument (ASCAP)/ Apodictic Arts, LLC (ASCAP)
Recorded at Wondaland Recording Studios in Atlanta, GA.
Mixed for Roselle New Jersey at Silent Sound Studios in Atlanta, GA.
Mastered at COS Mastering, Atlanta, GA.

17:
Inspired by Sally Kristen Ride (May 26, 1951 - July 23, 2012)
Jane Lle Publishing (ASCAP)/ Tang Nivri Publishing (ASCAP)/ Ink Is An Instrument (ASCAP)/ Apodictic Arts, LLC (ASCAP)/ Daddy Kellis Publishing (BMI)
Recorded at Wondaland Recording Studios in Atlanta, GA.
Mixed for Roselle New Jersey at Silent Sound Studios in Atlanta, GA.
Mastered at COS Mastering in Atlanta, GA.

18:
Inspired by the Jeep sequence in Carmen Jones
Jane Lle Publishing (ASCAP)/ Tang Nivri Publishing (ASCAP)/ Apodictic Arts, LLC (ASCAP)
Recorded at Wondaland Recording Studios in Atlanta, GA.
Mixed for Roselle New Jersey at ZAC Studios in Atlanta, GA.
Mastered at COS Mastering in Atlanta, GA.
Esperanza Spalding appears courtesy of Heads Up International and Montuno Producciones S.L.

19:
Inspired by Jamaica, Brazil, Vegas and beyond...
Jane Lle Publishing (ASCAP)/ Tang Nivri Publishing (ASCAP)/ Ink Is An Instrument (ASCAP)
Recorded at Wondaland Recording Studios in Atlanta, GA.
Mixed for Roselle New Jersey at Silent Sound Studios in Atlanta, GA.
Mastered at COS Mastering in Atlanta, GA.

℗ © 2013 Bad Boy Records, LLC.
Printed in U.S.A.
Made in U.S.A.
Barcode: 0 75678 68405 0 (Text)
Barcode: 075678684050 (Scanned)
Matrix / Runout: Z122226 3 536210-2 TEXT 01 (Variant 1)
Mastering SID Code: ifpi L909 (Variant 1)
Mould SID Code: IFPI 2U9K (Variant 1)
Matrix / Runout: M1S1 Z122226 3 536210-2 TEXT 01 (Variant 2)
Mastering SID Code: ifpi L909 (Variant 2)
Mould SID Code: IFPI 2U7M (Variant 2)
Matrix / Runout: M1S1 Z122226 3 536210-2 TEXT 01 (Variant 3)
Mastering SID Code: ifpi L909 (Variant 3)
Mould SID Code: IFPI 2U7J (Variant 3)
Rights Society: ASCAP
Rights Society: BMI