2 2

As this is written, the album is not yet finished. No cover art has been chosen. We aren’t

through mixing and mastering the songs. It is safe to say, however, that this will prove to be

a different kind of album for us. The numbers already show it: our other albums took three

to six months to finish, this one took over 14; lyrics are usually written in about a month, this

time we spent over six; we usually write an average of 40 song ideas to finish an album, this

one generated well over 100. Numbers aside, this album is different for us on a deeper level.

When we first met with our producer Rick Rubin, he asked us what we wanted this album to

sound like. Going around the room, each of the six of us answered the question in a similar

way: we wanted to create something that maintained the integrity of the band’s personality,

but pushed our boundaries. Rick challenged us that no boundaries should exist whatsoever in

our creative pursuit.

In the months that followed, we struggled to find that truth. We got frustrated when the ideas

wouldn’t come, sometimes chasing inspiration through 50 or 60 versions of a song just to end

up at something that sounded like the first idea we came up with. We surprised ourselves

when a song came together quickly and easily. We celebrated when each of us stepped

outside our comfort zone and performed or wrote in a way that we never had before.

As the process comes to a close, at the end of over a year of dedication, experimentation, and

soul-searching, we believe that we’ve achieved that which we were challenged to realize. This

album defines not only what we set out to create, but who we’ve become as a band.

In conversations with many musicians and record makers, we often ask, “What do you think

makes a successful album?” The answers range from “meticulous, tireless writing” to “dumb

luck.” In making Minutes To Midnight, we have learned a lot about our answer: enjoy the

process. We hope you enjoy the songs.

Making Minutes To Midnight

3

Given Up

To add a unique twist on the punk/industrial theme ofthe guitar, Brad added the sounds on the intro of this

song: multiple tracks of claps – and keys jingling.

wake in a sweat againanother day’s been laid to waste

in my disgracestuck in my head again

feels like i'll never leave this placethere's no escape

i'm my own worst enemy

i've given upi'm sick of living

is there nothing you can saytake this all away

i'm suffocatingtell me what the f___ is wrong with me

i don't know what to takethought i was focused but i'm scared

i'm not preparedi hyperventilate

looking for help somehow somewhereand you don't care

put me out of my misery

Wake

This short song was created near the end of the albumwriting process. The dual-meaning of the word “wake”seemed an appropriate introduction to the record.

4

5

The final version of this track isvirtually the same as the first demoof the song. Very little changedbetween the first incarnation of themusic, and the final version thatappears on the album.

Leave Out All The Rest

i dreamed i was missingyou were so scared

but no one would listencause no one else cared

after my dreamingi woke with this fear

what am i leavingwhen i'm done here

so if you're asking me i want you to know

when my time comesforget the wrong that i've done

help me leave behind somereasons to be missed

don't resent meand when you're feeling empty

keep me in your memoryleave out all the restleave out all the rest

don't be afraidi've taken my beating

i've shared what i madei'm strong on the surface

not all the way throughi've never been perfect

but neither have youso if you're asking me i want you to know

forgetting / all the hurt inside you learned to hide so wellpretending / someone else can come and save me from myself

i can't be who you are

Bleed It Out

One of the band’s goals on this record was to enjoy it.

This track is one of the places that it is most evident.

here we go for the hundredth timehand grenade pins in every line

throw 'em up and let something shinegoing out of my f_____ mind

filthy mouth / no excusefind a new place to hang this noosestring me up from atop these roofs

knot it tight so i won't get loosetruth is / you can stop and starebled myself out and no one cares

dug the trench out / laid down therewith a shovel up out of reach somewhere

yeah / someone pour it inmake it a dirt dance floor again

say your prayers and stomp it outwhen they bring that chorus in

i bleed it outdigging deeper just to throw it away

just to throw it awayi bleed it out

i bleed it out / go / stop the showchoppy words and a sloppy flowshotgun opera / lock and loadcock it back and then watch it gomama help me / i've been curseddeath is rolling in every versecandy paint on his brand new hearsecan't contain him / he knows he worksf___ this hurts / i won't lie / doesn't matter howhard i tryhalf the words don't mean a thing and i know iwon't be satisfiedso why try ignoring himmake it a dirt dance floor againsay your prayers and stomp it outwhen they bring that chorus in

i open up these scarsi'll make you face thisi pull myself aparti'll make you face thisi open up these scarsi'll make you face this now

6

Shadow Of The Day

i close both locks below the windowi close both blinds and turn away

sometimes solutions aren't so simplesometimes goodbye's the only way

and the sun will set for youthe sun will set for you

and the shadow of the daywill embrace the world in grey

and the sun will set for you

in cards and flowers on your windowyour friends all plead for you to stay

sometimes beginnings aren't so simplesometimes goodbye's the only way

and the shadow after daywill embrace the world in grey

and the sun will set for you

The keyboard loop in “Shadow Of The Day” went through many different changes during the song’s creation. Dozens of options were created on piano,acoustic guitar, marimba, xylophone, and even electric banjo before finally writing the reversed/edited keyboard version that appears here.

7

What I’ve Done

in this farewellthere's no bloodthere's no alibi

cause i've drawn regretfrom the truth

of a thousand lies

so let mercy comeand wash away

what i've donei'll face myself

to cross out what i've becomeerase myself

and let go of what i've done

put to restwhat you thought of me

while i've cleaned this slatewith the handsof uncertainty

for what i've donei start again

and whatever pain may cometoday this ends

i'm forgiving what i've done

8

One of the last songs finished forthe album, the lyrics for thissong were intended to work onmany levels, including freedom,art, and death metaphors.

6 9

6

Hands Held High

Early in the writing process, Rick suggested the band experiment by contrast-ing together unexpected elements. Because the instrumental idea known as

“Song Q” sounded primed for melodic singing, Rick suggested the opposite bedone. The song's pipe organ and marching snare proved the perfect musical

bed for two of the most inspired verses Mike had ever delivered

turn mymic up louder i got to say something

lightweights step it aside when we come infeel it in your chest / the syllables get pumping

people on the street they panic and start runningwords on loose leaf sheet complete coming

i jump in my mind and summon the rhyme i'm dumpinghealing the blind i promise to let the sun in

sick of the dark ways we march to the drum andjump when they tell us that they wanna see jumping

f___ that / i wanna see some fists pumpingrisk something / take back what's yours

say something that you know they might attack you forcause i'm sick of being treated like i have beforelike it's stupid standing for what i'm standing forlike this war's really just a different brand of war

like it doesn't cater to rich and abandon poorlike they understand you in the back of the jet / when you

can't put gas in your tank / and these f______ arelaughing their way to the bank / cashing the check

asking you to have compassion / have respectfor a leader so nervous in an obvious way

stuttering and mumbling for nightly news to replayand the rest of the world watching at the end of the day

in their living room laughing likewhat did he say

in my living room watching / i am not laughing / causewhen it gets tense i know what might happenthe world is cold / the bold men make actionhave to react or get blown into fractionsten years old / it's something to see / anotherkid my age drug under a jeeptaken and bound / and found later under a treei wonder if he had thought the next one could be medo you see / the soldiers / they're out today theybrush the dust from bulletproof vests awayit's ironic / at times like this you praybut a bomb blew the mosque up yesterdaythere's bombs on the busses / bikes / roadsinside your market / your shops / your clothes / my dadhe's got a lot of fear i knowbut enough pride inside not to let that showmy brother had a book he would hold with pridea little red cover with a broken spineon the back / he hand wrote a quote inside:"when the rich wage war it’s the poor who die"and meanwhile / the leader just talks awaystuttering and mumbling for nightly news to replaythe rest of the world watching at the end of the dayboth scared and angry likewhat did he say

with hands held high into a sky so blueas the ocean opens up to swallow you

10

No More Sorrow

are you lost / in your liesdo you tell yourself i don't realizeyour campaign's a disguisereplaced freedom with fear / you trade money for livesi'm aware of what you've done

no / no more sorrowi've paid for your mistakesyour / time is borrowedyour time has come to be replaced

i see pain / i see needi see liars and thieves abuse power with greedi had hope / i believedbut i'm beginning to think that i've been deceivedyou will pay for what you've done

thieves and hypocrites

no / no more sorrowi've paid for your mistakesyour / time is borrowedyour time has come to be replacedyour time has come to be erased

While the band was recording atthe Laurel studio, Rick suggested

that Brad try adding ebow to “TheLittle Things Give You Away.”

Although Brad ultimately decidednot to add ebow to that song, his

experimentation produced theintroductory sound around which

“No More Sorrow” was built.

Valentine’s Day

my insides all turned to ash / so slowand blew away as i collapsed / so cold

a black wind took them away / from sightand held the darkness over day / that night

and the clouds above move closerlooking so dissatisfied

but the heartless wind kept blowing, blowing

i used to be my own protection / but not nowcause my path had lost direction / somehow

a black wind took you away / from sightand held the darkness over day / that night

and the clouds above move closerlooking so dissatisfied

and the ground below grew colderas they put you down inside

but the heartless wind kept blowing, blowing

so now you're goneand i was wrong

i never knew what it was liketo be alone

on a valentine's day

Although it was finished at the LaurelStudio, “Valentine’s Day” retains mostof the original music and vocals thatwere recorded during the writing phase.In fact, although the band experimentedwith re-recording most of their earlydemos, the earliest recordings wereoften chosen to make the album.

12

In Between

let me apologize to begin withlet me apologize for what i'm about to say

but trying to be genuinewas harder than it seemed

and somehow i got caught up in between

let me apologize to begin withlet me apologize for what i'm about to say

but trying to be someone elsewas harder than it seemed

and somehow i got caught up in between

between my pride and my promisebetween my lies and how the truth gets in the way

the things i want to say to youget lost before they come

the only thing that's worse than one is none

let me apologize to begin withlet me apologize for what i'm about to say

but trying to regain your trustwas harder than it seemed

and somehow i got caught up in between

and i cannot explain to youin anything i say or do or plan

fear is not afraid of youbut guilt's a language you can understand

i cannot explain to youin anything i say or do

but hope the actions speak the words they can

for my pride and my promisefor my lies and how the truth gets in the way

the things i want to say to youget lost before they come

the only thing that's worse than one is none

Rick encouraged the band to lay rough vocals on their demos asearly as possible, believing that sometimes a sparse song canbecome great with the right vocal melody. “In Between” was a perfect example. Even with just Mike’s vocal and a bass line, thissong remained on the band's “favorites” list, as many songs with a lot more production were voted off of the album.

13

In Pieces

This song began as a keyboard and beat loop, along with the staccato guitar in the second verse. In

that early form, Chester put down a rough vocal, withwords that came relatively effortlessly. The vocals that

appeared in those early stages remained virtuallyunchanged throughout the growth of the song.

telling me to gobut hands beg me to stay

your lips say that you loveyour eyes say that you hate

there's truth in your liesdoubt in your faith

what you build you lay to wastethere's truth in your lies

doubt in your faithall i've got's what you didn't take

so i / i wont be the onebe the one to leave thisin piecesand you / you will be alonealone with all your secretsyour regretsdon't lie

you promise me the skythen toss me like a stoneyou wrap me in your armsand chill me to the bone

there's truth in your liesand doubt in your faithwhat you build you lay to wastethere's truth in your liesand doubt in your faithall i've got's what you didn't take

so i / i wont be the onebe the one to leave thisin piecesand you / you will be alonealone with all your secretsyour regretsdon't lie

14

6 15

The Little Things Give You Away

water greythrough the windows

up the stairschilling rain

like an oceaneverywhere

don't want to reach for me do youi mean nothing to you

the little things give you awayand now there will be no mistaking

the levees are breaking

all you've ever wantedwas someone to truly look up to you

and six feet / underwateri do

hope decaysgenerations disappear

washed awayas a nation simply stares

all you've ever wantedwas someone to truly look up to you

and six feet / underwateri do

all you've ever wantedwas someone to truly look up to you

and six feet / underground nowi do

This song began from a demo by Rob Bourdon,based around the drum pattern heard in thebridge. The vocals were finished after the bandvisited New Orleans following Hurricane Katrina.

16

6

A&R: Tom Whalley A&R Coordination: Liza Joseph and Trish Evangelista

Marketing Director: Peter Standish

Creative Direction by Frank Maddocks, Ellen Wakayama, Mike Shinoda and Joe HahnArt Direction: Frank Maddocks and Nikos Constant

Design: Frank MaddocksArtwork by Ekundayo (page 6), Phil Hale (page 8) and Usugrow (page 12) Produced and Curated by Nikos Constant for Span of Sunset, Inc.

Artwork by Joshua Petker (page 9) Collage by Frank Maddocks

Photos by James Minchin III (booklet cover, pages 11, 15, 17-18)Additional Photography by James Minchin III (page 10) Photo Manipulation by Frank Maddocks

Studio Photograph by Joe Hahn (page 3)Photography by Frank Maddocks (pages 4-5, 7, 13-14, 16)

Additional Photography by Edward Colver, Mike Shinoda and Ethan Mates (rehearsal photos page 2) Photo Manipulation by Frank Maddocks

Worldwide Representation: Rob McDermott for Mad Mac EntertainmentManagement Team: Ryan DeMarti and Trish Evangelista

Booking Agent: Michael Arfin for Artist Group InternationalLegal: Danny Hayes for Davis, Shapiro, Lewit, & Hayes

Business Managers: Jonathan Schwartz and Michael Oppenheim for Gudvi, Sussman & OppenheimWorldwide Licensing and Merchandising: BandMerch

All songs written by Linkin Park ©2007 Zomba Songs Inc./ChesterchazPublishing/Big Bad Mr. Hahn Music/Nondisclosure AgreementMusic/Rob Bourdon Music/Kenji Kobayashi Music/Pancakey CakesMusic/all administered by Zomba Songs Inc. BMI Lyrics Reprinted byPermission. All Rights Reserved.

Strings on “Shadow Of The Day,” “The Little Things Give You Away,”“Hands Held High” and “Leave Out All The Rest” Arranged by DavidCampbell, Mike Shinoda, and Brad Delson

All Strings Conducted by David CampbellViolins: Charles Bisharat, Mario DeLeon, Armen Garabedian, JulianHallmark, Gerry Hilera, Songa Lee-Kitto, Natalie Leggett, JosefinaVergara, Sara Parkins Violas: Matt Funes, Andrew Picken Celli: Larry Corbett, Suzie Katayama Bass: Oscar Hidalgo

Engineer: Andrew Scheps, Ethan Mates, and Dana NielsenAssistant Engineer: Phillip Broussard, Jr.

Studio Production Coordinator: Stephanie LubyAlbum Production Coordinator: Lindsay Chase

Recorded at The Mansion at Laurel CanyonAdditional Recording at NRG Recording Studios

Mixed by Neal AvronAssisted by George Gumbs and Nicolas Fournier

Protools Engineer: Erich TalabaMixed at Paramount Studios

Mastered by Dave Collins at Collins Audio

Lyrics and Vocals by Mike Shinoda and Chester BenningtonBackground vocals by Brad Delson, Mr. Hahn, Rob Bourdon and Phoenix

Produced by Rick Rubin and Mike Shinoda

L ink in Park Is :P HO E N I X M I K E S H I NODA C H E STE R B E N N I N GTON J O E HAH N R OB BOU RDON B RAD D E LSON

17

6

Brad Thanks:This special album is the product of boundless creative energy and effort. I am deeply grateful to everyone who supported and contributed to its

realization. I hope it means as much to those who listen to it as it does to me.

Chester Thanks:My wife Talinda aka the hotness, without you life just wasn't as much fun and I wouldn't have the best dance partner ever, you de baste! My

children Jaime, Isaiah, Draven, and Tyler. They are the most loving and supportive family a man could ask for. Ryan Shuck and Amir Derakh, Julien

K., Sean and Thora Dowdell and the entire Club Tattoo family, Andy, Grace, and Travis Hong, Henry Nicholas, Level 7, everyone at Etnies, Jade Howe

and Esmarelda, Ever Clothing, Cosa Nostra, Josh Merrell and Liquid Graphics, my parents, my brother and sisters and their families, Tommy Hate

Church you're the motha f'ing man, The Cosmopolitan Las Vegas, Camp Freddy, Bucket Of Weenies, Todd Morris, and anyone else who feels they

deserve to be mentioned...thank you too.

Joe Thanks:Thank you to all my friends and family. Karen, Brenda, and Winston (I love you). Renson Mateo and Mark Fojas (What Up Duggies).

www.suru-la.com www.nolenniu.com

Mike Thanks:Anna, Mom, Dad, Jay, Corey, Mark, Dub, S.O.B., Pam, Chris, Sof, Carolyn, Russell, my family, and my friends, too many to name. Thank you for

understanding my obsession with this record, allowing me to give it the attention it needed to become what it is. Love you guys.

Phoenix Thanks:God, Linsey (I love you, we make a great team!), Regan, Mom, Dad, Vicky, Tyler, Joe and Anne (and of course Gabe and Makena), all the Farrells

and Braeunigs, Beau and Bella. Last, but not least my compatriots, Bradford, Chaz, Mikey, Rob, and Joe...thanks guys and great work.

Rob Thanks:I would like to thank my family and friends for their continued love and support. I’m grateful to have all of you in my life. A special thanks to: Allen

Agler, Allen Agler, Allen Agler, Nessi, my mom and dad (Patty and Greg), Dr. D, Ben (Nu!!), LT, my band mates and Rick Rubin for helping me grow

as a musician, all of our fans, street team and Linkin Park Underground members. In loving memory of: Manny and Mildred Yellen, Doug McFadden,

Rob Maynor and Josie.

linkinpark.com warnerbrosrecords.comTo join the music community in support of global disaster relief,

please visit www.musicforrelief.org

Linkin Park Thanks:Rob McDermott, Ryan DeMarti, Trish Evangelista, Stephanie Luby, Danny Hayes, Mae Ho, Lenna Leib and everyone at Davis, Shapiro, Lewit, and Hayes,

Michael Oppenheim, Jonathan Schwartz, Monica Cisek, Dana Miller, Amy Edgerton, Karen Ellison, Aurora Gallardo and everyone at Gudvi, Sussman

and Oppenheim, Michael Arfin, Mike Ducharme and everyone at Artist Group International, Scott Thomas for X-Ray Touring, Dvora Vener Englefield,

Kim Estlund, Myleik Teele, Lisa Taylor and everyone at BWR.

Tom Whalley, Peter Standish, Jeff Ayeroff, Tom Biery, Jennifer Bird, Brigette Boyle, Edgar Bronfman Jr., Brian Bumbery, Luke Burland, Ron Cerrito,

Lyor Cohen, Dale Connone, Charles DeFranco, Lisa DeLuca, Jen Disisto, Lori Feldman, Eric Franklin, Brad Gelfond, Susan Genco, Aaron Gershman,

Rob Goldklang, Wendy Griffiths, Charles Hamilton, Tiffanie Hauger, Matt Heckman, Mike Jbara, Liza Joseph, Susan Leon, Liz Lewis, Nick Light, Heather

Luke, Joe Maddern, Frank Maddocks, Kathy Malloy, David May, Francesca Moro, Michael Nance, Bree Nguyen, Judy Neubauer, Celine Noel, Diarmuid

Quinn, John Reid, Mike Rittberg, Dan Rose, Shawna Samboceti, Devin Sarno, David Scherer, Rosaalie Shah, Andie Simon, Myra Simpson, Dion Singer,

Hildi Snodgrass, Esther Somlo, Vicki Spicher, Rochelle Staab, Dave Stein, Felicia Swerling, Jeanne Verger, Ellen Wakayama, Jeremy Welt, Raena

Winscott, Amy Zaret, Yvette Ziraldo and everyone at Warner Bros. Records and Warner Music Group.

Jessica Bardas, Mona Kasim, Natalie So, Vicki Stepanenko, Elizabeth Baudouin, Connie Tsang, Pete George and the Machine Shop Marketing team,

the LP Underground and the Linkin Park Street Team, Donn Delson, Rebecca Rubens, Amy Staupe and everyone at BandMerch, Brian Gardner, Marie

Lewis, David Mantel and everyone at Zomba Music Publishing, Naveen Jain and the Sparkart crew, Jim Digby, Mike Amato, Robert Long, Molly

Brickson, Jason Lemeire, Sean Paden, Brad Stonner, Ted Regier, Kevin McCarthy, Dylan Ely, Ken Van Druten, Andrew Pen, Mark Wise, Pete Beattle

and all at NPB, Bruce Thompson, George Hundleby, Tom Robb and all at SPI, Seth Goodman, Jessica Sinkule, Dave Parker, Whitney Showler and

Machine Shop Recordings, Casey Lewis, Annette Scott and all NRG studios, Third Encore, James Minchin III, Edward Colver, Jerry Johnson, DMB,

Edmund Monsef, Jason Monsef, Lindsay Chase, Jason Gossman, Kathryn Pechenik, Mark Fiore, Matt Smith, Kevin Ryder, Greg Watermann, Patricia

Sullivan and Kevin Sakoda.

Extra Special Thanks to the Linkin Park street soldiers everywhere. We wouldn’t be where we are if it weren’t for your dedication.

Linkin Park uses: Ampeg, Antares, Audio Technica, Baldwin Pianos, D’Addario strings, Dean Markley bass strings, Digidesign Pro Tools and Hardware,

Dimarzio, Dunlop, Ernie Ball Music Man basses, Fender, Gretsch, Ibanez, Korg, Line 6, Mackie, M-Audio, Mesa Boogie, Native Instruments, Paul Reed

Smith, Pioneer, Pin-tech, Puma, Randall, Rane, Remo, Sans Amps, Serrato, TC Electronic, Vater, Vestax, Waves and Zildjian.

For Linkin Park Fan Club info, please send a self-addressed, stamped envelope to:LP Underground P.O. Box 36915 Los Angeles, CA 90036

www.LPUnderground.com

18

6

wC2007 Warner Bros. Records Inc. Made in U.S.A.