TEAR THE WORLD DOWN

www.wearethefallen.com www.universalrepublic.comP&C 2010 Universal Republic Records, a Division of UMG Recordings, Inc., 1755 Broadway, New York, NY 10019.Distributed by Universal Music Distribution. All rights reserved. B0014253-02

1. Bury Me Alive 4:46 2. Burn 3:44

3. Paradigm 3:55 4. Don’t Leave Me Behind 3:34

5. Sleep Well, My Angel 4:07 6. Through Hell 3:41

7. I Will Stay 4:07 8. Without You 3:17

9. St. John 3:59 10. I Am Only One 4:38

11. Tear The World Down 6:50

Bury Me AliveTheres no use in crying All my tears wont drown my pain Free me from your sorrow I can’t grieve you again I watched you let yourself die And now it’s too late to save you this time You bury me alive Everybody’s gotta breathe somehow Don’t leave me die Too consumed by your own emptiness and lies All I did was love you Now I hate the nightmare you’ve become I can’t let you fool me I won’t need you again I watched you let yourself die And now it’s too late to save you this time You bury me alive Everybody’s gotta breathe somehow Don’t leave me die Too consumed by your own emptiness and lies Make me feel this love we used to hold All I see is black and cold As I try to pull you down Into the ground Everybody’s gotta breathe somehow Don’t leave me die You’re too consumed by your own emptiness and lies You bury me alive Everybody’s gotta breathe somehow Don’t leave me die Too consumed by your own emptiness and lies

Burn I can feel your fingers When i close my eyes Take your poison love insideI fall into dreaming I’ve been waiting for your touch to bring me home Sleeping death will come and lead me out of the sunlight Shadows pulling me to lie with you When the moonlight sings The darkness brings me back to die with you

I’d give it all away to be with you My hearts waiting and breaking to return To burn with you tonight Hating all I am when lying by your side Taking everything of me To leave only nothing I hold secrets only dreaming eyes can see Night time sanctuary seeks The pain of the living Shadows pulling me to lie with you When the moonlight sings The darkness brings me back to die with you I’d give it all away to be with you My hearts waiting and breaking to return To burn with you tonight Lay down your life Only for youForsake the light All I see is you Forever night Live just to die for you Shadows pulling me to lie with you When the moonlight sings The darkness brings me back to die with you I’d give it all away to be with you My hearts waiting and breaking to return To burn with you tonight

PArAdigM Falling to my knees before you So ashamed to see my weakness fill your eyes Needlessly I let myself stray before you Now I face the consequence of my betrayal My paradigm My sweet love I breath It’s you I rely on Shelter me from cold I’m dying paradigm Do we sacrifice, let our story die Blissful lullabies return again Let me stay a while, let love survive Delicately crawling to your grace My paradigm My sweet love I breath It’s you I rely on Shelter me from cold I’m dying paradigm

Perfect sky Shadowed by my lies Good enough but always wanting more I replaced all your love with pain So afraid to face the world alone My paradigm My sweet love I breath My paradigm My sweet love I breath It’s you I rely on Shelter me from cold I’m dying paradigm

don’t leAve Me BehindIt won’t go away These aching memories still dance around me Spilling over everything with beauty I see your face in everything before me Your voice is haunting me I belong with you now Oh please give into me And stay forever Oh don’t leave me behind So afraid of dreaming The story is repeating Screaming, monsters and bleeding I’m loosing light in myself Come back into me Cause only you can save me I belong with you now Oh please give into me And stay forever Oh don’t leave me behind I belong with you now Oh please give into me And stay forever Oh don’t leave me behind

SleeP Well My AngelWatching you sleep for so long Knowing that I can’t turn the rain into sun anymore I’ve given you all that I am Now I stand here too scared to hold your hand Afraid you might wake to see The monster that had to leave

Cause you see the shelter as the storm Holding wind to keep you warm You were everything to me This is why I have to leave So sleep well my angel Under the ash and the lies Something beautiful once here now dies And the tears burn my eyes As you sit there all alone I just wanna come home But you see the shelter as the storm Holding wind to keep you warm You were everything to me This is why I have to leave So sleep well my angel Sleep well my angel I’m sorryI’m sorry I’m sorry I’m sorry You see the shelter as the storm Holding wind to keep you warm You were everything to me This is whyYou see the shelter as the storm Holding wind to keep you warm You were everything to me This is why I have to leave So sleep well my angel Sleep well my angel

through hell Are we alone Is there more then we believe in Haunting these walls Shadows crawling out reveling Fear in me Stays in me The nightmares inside here My dark fears all in my head again The nightmares I fight hereAll my tears pull me through hell again I wake in the nightAnd I pray that i’ve been dreaming Theres nowhere to hide From this nightmare calling to me

Fear in me Stays in me The nightmares inside here My dark fears all in my head again The nightmares I fight hereAll my tears pull me through hell again The nightmares inside here My dark fears all in my head again The nightmares I fight hereAll my tears pull me through hell againThe nightmares inside here My dark fears all in my head again The nightmares I fight hereAll my tears pull me through hell again

i Will StAyTonight I’m without you The raindrops are falling With candle light burning For you I’ll be waiting here If all of our days have no more light And all of our dreams are lost tonight The stars can all fall and everything turn to grey I will stay Graceful and loving Beautiful and soothing Can’t breath without you There’s no life without you here If all of our days have no more light And all of our dreams are lost tonight The stars can all fall and everything turn to grey I will stay If all of our days have no more light And all of our dreams are lost tonight The stars can all fall and everything turn to grey If all of our days have turned to night And all of our dreams are lost and liesThe stars can all fall and everything turn to grey I will stay

Without youDo you see me, I stand before your eyesHere in pieces, let me in your mindWhen did love fade, why are we at warWhere did we fall, where did we go wrongHave we lost it all

Oh I let you go to feel the light outsideOh I without you I just feelI just feel so alive I can define where the well ran dryI remember every tear I criedMemories of lies, wasted all this timeNow we’ve lost it all Oh I let you go to feel the light outsideOh I without you I just feel so aliveThere must be more to lifeThen I just left behindOh I without you I just feel I just feel so alive I step into the sunlightFueled by rage and delightTheres no place for weaknessI’ll forget your sweet kiss Oh I let you go to feel the light outsideOh I without you i just feel so aliveThere must be more to lifeThen I just left behindOh I without you I just feelI just feel so alive

St JohnThis night is alive with the smell of insane It’s reaching for me and it’s calling my name I beg for silence to drown out their weepHow did this asylum become where I sleep So ashamed of waking All my life you failed to keep me safe My whole world’s forsaken Won’t let you destroy my faith again All my questions get no answers Locked up tight from the world outside me Mommy come get me out tonight All my questions have no answers I can feel the fear inside me Mommy come get me out tonight So close i almost could taste my own grave My moment of selfishness caused by your pain Almost threw this life you gave me away In this institution for you now I pray So ashamed of waking All my life you failed to keep me safe My whole world’s forsaken

Won’t let you destroy my faith again All my questions get no answers Locked up tight from the world outside me Mommy come get me out tonight All my questions have no answers I can feel the fear inside me Mommy come get me out tonight Forgive me With wings adorn me So I can fly All my questions get no answers Locked up tight from the world outside me Mommy come get me out tonight All my questions have no answer I can feel the fear inside me Mommy come get me out tonight

i AM only oneMemories fade into the silence Haunting me tonight With hopes last breath I take this moment in It will be the last That morning breaks And sunlight takes the pain away Ever after never came And I’m still waiting for a life that never wasAnd all the dreams I lay to rest Are ghosts that keep me After all that I’ve become I am only one I close my eyes and bleed this empty heart Of all that longs to die When faces lie and love will falterI’m left with only time And time will break The dreams that take the pain away Ever after never came And I’m still waiting for a love I’ll never have And all the dreams I lay to rest Are ghosts that keep me After all that I’ve become I am only one I’m on my own here And no ones left to be the hero of This fairy tale gone wrong As night will fall my heart will die alone

Ever after never came And I’m still waiting for my heart to beat again And all the dreams I’ve laid to rest Are ghosts that keep me After all that I’ve become I am only one I am only one I am only one

teAr the World doWnI fold another day Lose another chance to break away From all I cannot bare I suffer through the shame Wishing hope would just abandon me Till this is over My loveless light I’m lost in you tonight Waiting for you to turn around Only to tear the whole world down Time and time again I take it all and take the fall for you Fear is all I hold Bound and beaten down All the pain I can’t escape today Is always with me My loveless light I’m lost in you tonight Waiting for you to turn around Only to tear the whole world down My darkest night Your arms that hold me tight Waiting for you to turn around Only to tear the whole world down All my love is lost All my hope is gone All my love is lost All my hope is gone My loveless light I’m lost in you tonight Waiting for you to turn around Only to tear the whole world down My darkest night Your arms that hold me tight Waiting for you to turn around Only to tear the whole world down I’ll tear the world down

We Are The Fallen is:Carly Smithson: Vocals

John LeCompt: Guitars / Mandolin / ProgrammingBen Moody: Guitars / Programming / Piano / Percussion

Marty O’Brien: BassRocky Gray: Drums

Additional Musicians:

Jeremiah Gray: PercussionDaniel Moody: Piano / B3

David Hodges: PianoPhillip Peterson: Cello

Produced by We Are The Fallen & Dan Certa

Engineered by Dan Certa, Assisted by Dave ColvinMixed by Jay Baumgardner, Assisted by Casey Lewis

Mastered by Ted Jensen, Sterling Sound, NYAdditional Programming by Dan Certa

Pre-Production at Velvet Buddha Studios, North Hollywood, CA & Pajaro Palace, Los Angeles, CARecorded & Mixed at NRG Recording, North Hollywood, CA

Guitars & Bass Tech: Chris Morrison, assisted by Wes Coker

Drum Tech: Jeremiah GrayVocal Coaching and Additional Arranging by Mark Renk

Strings & Choir arranged and conducted by David Campbell

Strings on “I Am Only One” by Philip PetersonAdditional Choir Vocals on “Burn”: Bethanie and John “J.C.” LeCompt II

Mandolin on “Don’t Leave Me Behind”: John LeComptPiano Recorded at Capitol Recording

A&R: Tom Mackay

A&R Coordinator: Kristina GrossmannA&R Administration: Gillian Russell

All songs published by We Are The Fallen:Cemetery Angel, BMI (Gray); Songs From The Bucket Publishing, BMI (O’Brien); SmellsLikeMetal Publishing, BMI (Moody);

Cold And Grey Publishing, BMI (LeCompt); Munchkin Land Publishing, BMI (Smithson)

Ben Moody Is published by FSMGI (IMRO) and SmellsLikeMetal Publishing, BMI,All rights controlled and administered by State One Music America, BMI

We Are The Fallen uses: ESP Guitars, EMG Pickups, Taylor Acoustic Guitars, Dean Markley Strings, Mesa Boogie Amplifiers,EVH Amplifiers, Tama Drums, Vater Sticks, Evans Drum Heads, Sabian Cymbals, Trick Drum Pedals, Fright-Rags Clothing,

Yamaha Acoustics, Ernie Ball Strings, Dunlop Strings, Earvana Compensated Nuts, Spector Basses,Michael Kelly Acoustic Basses, Aguilar Amplification, Levy’s Guitar Straps, TKL Cases and Skingraft

Creative Concept: We Are The FallenCreative Director: Sandy BrummelsDesign: Travis Smith @ Seempieces

Photography: Douglas SondersStylist: Art Conn

Make-Up: Roxanne SaffaieHair: Tanya Quintero

Management: Steve Karas & Keith Hagan / SKH Music Arthur Spivak / Spivak Management

North American Agency: Artist Group International / Justin Hirschman / Cliff RomanInternational Agency: X-Ray Touring / Steve Strange

Business Management: GSO / Bernie Gudvi

Universal Republic Rocks – Monte, Avery, Tom, Kim, Joel, Dennis, The Entire Promo Staff, Kirk, Brett, Sandy, Jay, Angela, David, Cameo, Michelle, Wayne, Leah, Lori, Natalie, Frank, and every single staffer who is a part of our career, here’s to the future Ben Moody Thanks: First I would like to dedicate this record to the loving memory of my grandfather, Hal J Moody. To all of my family and friends whose support has not waivered over the years, I thank you. You are too many to list and the importance of your place in my life is too great to be represented in a simple thank you note. So know that I see and appreciate you all. As for those directly responsible for this chapter of my life; Bernie Gudvi and the team at GSO Business Management, Milt Olin and the team at Altschul & Olin Law Firm, Steve Karas, Keith Hagan and the team at SKH Music: you are trusted friends and the absolute best team anyone could have in their corner. Steve, you had me at “Let’s get the band back together.” Hana Pestle, my best friend in the world: I see you, and I love you im-mensely. Michael Tait: our time is coming, boo! To my hetero life mate, MFDC: Half GT, my friend... Half. G.T. Wes Coker: let’s fucking do this. Dave Walters & Beth and Bernie Corri-gan: I’m not even sure I’d be ALIVE without you guys. Jaclyn Napier: you will always be my first muse. To the artists that challenge and inspire me on a level unparalleled by anyone: Steve McSwain (mcswainguitars.com), Rykk Maverick (starlingear.com), Kimo (kimopix.com), and Angelina (christinaangelina.net): Thank you for art that continues to change my life. Rebecca Pestle: Thank you for insisting I google “Carly Smithson.” Marty, John, Rocky and Carly: BOOM! And last but certainly not least: The Flux Capacitor; without which time travel would not be possible. Marty O’Brien Thanks: Ben Moody, gratitude beyond words....for everything. - The best family in the world: Big Marty & Carol - Beth Roberge - The Beaulieu Family -The Mattera Family - The Roberge Families - Steve Karas, Keith Hagan, & Arthur Spivak - Barbara Cane at BMI - Monte Lipman & everyone at Universal Republic - MFDC - Jay Baumgardner & everyone at NRG Recording - Sharon at Chambers Business Management, Inc. - PJ Rubal & Spector Basses - David Avenius & Aguilar Amplification - Tommy Dougherty & TKL Cases - Darryl Anders & Scott Uchida at Dunlop - Brent Hamilton & Monster - Jonny Coffin - Scott Ferrara at EMG Pickups - Stephen McSwain - Debbie Malave at Hanser / Michael Kelly Acoustic Basses - Danica Levy & Levys Leathers - Dave Mattera - LB - Mikey P - Jodie - Patrick Kennison - Shanna Crooks - Chris Morrison - Glen Sobel - Tommy Lee - Takumi Suetsugu, and last but not least, my band members, for all being so amazing at what you do. Rocky Gray Thanks: My Lord and Saviour Jesus Christ for all his grace and strength, Renee’, Abe and Madison, Mary Sanderson, Mom and Dad, Jeremiah, Maggie, Aleia and Miah, Charlene, Chad, Cheyenne, and Cain, Jessie and Derek, Tony and Haley, Don and Dorothy Meek, Jeff and Amy Bowie, Ed Collins, Ryan Downey, My brothers in Living Sacrifice and Machina, Chis Stankee, Arron Vishria, Chad Brandolini, Steve Lobmeier, Emma Schofield, Ben Scrivens. And a very special thanks to my WATF family- Marty, Lucky Charms, John and Ben for being amazing musicians and friends and everyone at Universal/Republic for believing in us. God bless you all!

John LeCompt Thanks: My soulmate and best friend in this crazy world, my wife, my love...Shelly, (could never do it without you), my baby girl Bethanie for always believing her daddy is the greatest, my little rockstar J.C. for making me young again (kids, ya’ll killed it on “Burn”), Mom and Dad, Robbie and Shannen, my baby bro’ Jimmy, Bo and Sara Pat-rick, The Tally’s, Ginger Evans, Brad “B and R Lonelyandstuff” Hutchinson (realtalk),Thad Ables, Phil Taylor, Kelly and Adrienne Warren, Jeremy Rosen, Steve Karas and everyone at SKH, Tim Johnson, Jason Files, Arthur Spivak, Monte Lipman and Universal Republic, Dave Campbell, MFDC, Jay and NRG, Kris Munoz and Bug Music for bailing me out time after time, and Gage “Knife Show” Perciful, my band and new family-Carly, Ben, Marty and as always, Rocky, Yamaha Acoustics, ESP Guitars, Ernie Ball, Chris Cannella at EVH, Mesa Boogie, EMG, Pastor Perry and Family Church, My Saviour Jesus Christ, the fans, friends and family who stuck with us through the tough times-you know who you are. Carly Smithson Thanks: Firstly I would like to thank my amazing, handsome and patient husband Toodles. My Mommy and my sister Shannon, you give me so much love and support and allow me to follow my dreams. Kevin, Martin, Eamon, Gary, Judy, A Train, Marshall, Mr. Cooper, Miss P, Nik and Roberta, Victor, Max and Joshua, You are such an amazing family and I feel blessed to have all of you by my side all my life. Thank you to MFDC, Ben, Rocky, Marty and John for allowing me to create with you something I hold so close to my heart. You’re all so talented and I am so grateful to have you in my life. Arthur, Steve and Keith for believing in us in our infant stage and taking us to that next level. Sandy Fox for sticking with me all these years and opening up your home to me. Thank you to David Campbell, you make me speech-less with your talent and Mark Renk, you’ve taught me so much about my voice!! A HUGE thank you to Monte Lipman , Tom Mackay and all at Universal Republic for taking We Are The Fallen under your wing. We feel so welcomed by everyone at our new home and look forward to our future together. Thank you to all at Fox, Fremantle and 19 for really giving me a chance. Joe Willis (for always telling me to “do you”), Megan M, Charles, Nigel, Ken and Patrick Lynn for picking me out of a crowd. I will be forever grateful to you and all in the American Idol family. You people work so so hard at everything you do and inspire me to be better. Also thank you to my fellow contestants. We are bonded for life whether you like it or not!! Thank you to Kim Caldwell, Tami Lester, JenTressler, Monique, Eileen, Hana, Andrew, Lori Dorff and family, Dr. Nasseri, Kasia, Zane, Jeremy Griffith, Danielle, Cheryl, Mel, Josh, Kelly and all at Carlys Angels, Dermot, Nicola, Richard Rushfield, Brian Mansfield, Tim McDaniel, Brian Neal, Rick May, Clint Lowry, Wuv, Kourtney Kardashian, Mike Val-entine, All at the Field, Juliet, Veronica and Megan, Skin Graft and Church Boutique, Art, Tanya and Roxy, Damon Kidwell. Elena, Caoimhe, and all my girls and guys back in the motherland of Ireland I miss u so much. Last but most important I thank all We Are The Fallen FANS that have supported me on my huge adventure. You have kept me strong with your kind messages and love. I hope you enjoy this beautiful record we have written for you. I Dedicate my performance on this record to Bill Stafford, Shane Cattanagh and Nana Mabel may they rest in peace. Carly x