01

TU R N IT U P
(Scott Storch/Penelope Magnet/Jeff Bowden/Paris Hilton) Scott Storch Music administered by TVT Music, Inc. ASCAP/2412 Music Publishing/7 Syllables Music administered by Peermusic ASCAP/Jeff B Music administered by EMI Music BMI/Paris Princess Publishing BMI Produced by Scott Storch for Tuff Jew Productions Vocal Production by Penelope Magnet, Alonzo and Taura Aura Jackson Lead Vocals by Paris Hilton Background Vocals by Paris Hilton, Penelope Magnet, Taura Aura Jackson and Pooh Bear Engineers: Conrad Golding for Mandatory Entertainment, Wayne The Brain Allison, Chris Crown-One Brown, Nikolas Niko Don Marzouca and Eric Weaver Recorded at Conway Recording, Hollywood/Hit Factory Criteria, Miami Guitars: Aaron Franchise Fishbein Mixed by Tony Maserati for Two Chord Music Inc. at Chung King, NYC

02

FIG HTI N OVE R M E

FEATURING FAT JOE AND JADAKISS

(Scott Storch/Penelope Magnet/Paris Hilton/Fat Joe/Jadakiss/Alonzo Jackson/Taura Jackson) Scott Storch Music administered by TVT Music, Inc. ASCAP/2412 Music Publishing/7 Syllables Music administered by Peermusic ASCAP/Paris Princess Publishing BMI/Joseph Cartagena Music BMI/Jeawon's Publishing/Justin Combs Publishing administered by EMI April Music ASCAP/Intersect Music administered by Hitco BMI/Soulfinga/Notting Hill BMI/The Azaura Music Group ASCAP Produced by Scott Storch for Tuff Jew Productions Vocal Production by Penelope Magnet, Alonzo and Taura Aura Jackson Lead Vocals by Paris Hilton Background Vocals by Paris Hilton, Penelope Magnet and Taura Aura Jackson Engineers: Conrad Golding for Mandatory Entertainment, Wayne The Brain Allison, Eric Weaver Recorded at Conway Recording, Hollywood/Hit Factory Criteria, Miami Guitars: Aaron Franchise Fishbein | Strings: Black Violin Mixed by Tony Maserati for Two Chord Music Inc. at Una Volta Studios, NYC

03

STARS AR E B LI N D
(Fernando Garibay/Sheppard Solomon/Ralph McCarthy) Fernando Garibay Music ASCAP/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 Solomon All Instrumentation, Programming, and Engineering by Fernando Garibay Trumpet: Lee R. Thornburg | Trombone: Eric Jorgenson Lead Vocals by Paris Hilton Background Vocals and Additional Vocal Arrangement by Jennifer Karr Recorded at F2 Studios, Hollywood Mixed by Tony Maserati for Two Chord Music Inc. at Studio At The Palms, Las Vegas Mix Assistant: Neeraj Khajanchi

04

I WANT YOU
(Jonathan J.R. Rotem/Kara DioGuardi/Evan Kidd Bogart/Barry Gibb) Jonathan Rotem Music BMI/Southside Independent Music Publishing BMI/K'Stuff Publishing BMI (administered by Arthouse Entertainment, Inc.)/Here's Lookin At You Kidd Music BMI/NetWorth Music Publishing BMI/Reach Global Songs BMI/WarnerTamerlane Publishing Corp. BMI/Crompton Songs BMI. Contains elements of the composition Grease (Barry Gibb) published by Crompton Songs BMI, all rights administered by Warner-Tamerlane Publishing Corp. BMI. I Want You contains a sample of the recording Grease as performed by Frankie Valli and produced by Barry 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 Hilton Background Vocals by Kara DioGuardi Recorded at Ameraycan Studios, North Hollywood/Conway Recording, Hollywood Mixed by Jonathan J.R. Rotem for NetWorth Entertainment LLC. at NetWorth Studios, Century City, CA

05

J EALOUSY
(Scott Storch/Kara DioGuardi/Paris Hilton) Scott Storch Music administered by TVT Music, Inc. ASCAP/KStuff Publishing BMI (administered by Arthouse Entertainment, Inc.)/ Paris Princess Publishing BMI Produced by Scott Storch for Tuff Jew Productions Vocal Production by Kara DioGuardi Additional Vocal Production by Alonzo and Taura Aura Jackson Lead Vocals by Paris Hilton Background Vocals by Paris Hilton, Kara DioGuardi and Taura Aura Jackson Engineers: Conrad Golding for Mandatory Entertainment, Wayne The Brain Allison, Eric Weaver Recorded at Conway Recording, Hollywood/Hit Factory Criteria, Miami Guitars: Aaron Franchise Fishbein | Strings: Black Violin Mixed by Tony Maserati for Two Chord Music Inc. at Studio At The Palms, Las Vegas Mix Assistant: Neeraj Khajanchi

06

H EARTB EAT
(Scott Storch/Billy Steinberg/Josh Alexander) Scott Storch Music administered by TVT Music, Inc. ASCAP/Jerk Awake ASCAP/Jetanon Music administered by Jerk Awake ASCAP Produced by Scott Storch for Tuff Jew Productions Vocal Production by Alonzo and Taura Aura Jackson Lead Vocals by Paris Hilton Background Vocals by Taura Aura Jackson and Keely Pressly Engineers: Conrad Golding for Mandatory Entertainment, Eric Weaver Recorded at Conway Recording, Hollywood/Hit Factory Criteria, Miami Guitars: Coley Read Mixed by Tony Maserati for Two Chord Music Inc. at Hit Factory Criteria, Miami

07

NOTH I NG I N TH IS WOR LD
(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 Productions Recorded by Jake Davies, Matt Beckley, and Eric Weaver Recorded at Westlake Studios, Dr. Lukes NYC, and Conway Recording Studios, Hollywood, CA Assistant Engineer: Aniela Gottwald Additional Protools Engineer: John Hanes Lead Vocals by Paris Hilton All Instruments: Lukasz Gottwald Mixed by Serban Ghenea at MixStar Studios, Virginia Beach, VA Mix Assistant: Tim Roberts

08

SCR EWE D
(Kara DioGuardi/Greg Wells) KStuff Publishing BMI (administered by Arthouse Entertainment, Inc.)/Son Of Reverend Bill Music administered by EMI Blackwood, Inc. BMI Produced by Greg Wells, Kara DioGuardi & Rob Cavallo Recorded by Chris Steffen at Rocket Carousel Studio, Los Angeles Lead Vocals by Paris Hilton Background Vocals by Paris Hilton and Kara DioGuardi Mixed by Tony Maserati for Two Chord Music Inc. at Una Volta Studios, NYC

09

NOT LEAVI NG WITHOUT YOU

(Kara DioGuardi/Greg Wells/Paris Hilton) KStuff Publishing BMI (administered by Arthouse Entertainment, Inc.)/Son Of Reverend Bill Music administered by EMI Blackwood, Inc. BMI/Paris Princess Publishing BMI Produced by Greg Wells and Kara DioGuardi Recorded by Mike Lattanzi and Chris Steffen at Rocket Carousel Studio, Los Angeles Lead Vocals by Paris Hilton All Background Vocals by Paris Hilton Mixed by Tony Maserati for Two Chord Music Inc. at Allaire, Shokan NY

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TU R N YOU ON
(Scott Storch/Paris Hilton/Alonzo Jackson/Taura Jackson/Courtney Triggs) Scott Storch Music administered by TVT Music, Inc. ASCAP/ Paris Princess Publishing BMI/Intersect Music BMI administered by Hitco/Soulfinga/Notting Hill BMI/The Azaura Music Group ASCAP/Jewel RCT ASCAP Produced by Scott Storch for Tuff Jew Productions Vocal Production by Alonzo and Taura Aura Jackson Lead Vocals by Paris Hilton Background Vocals by Paris Hilton and Taura Aura Jackson Engineers: Conrad Golding for Mandatory Entertainment, Wayne The Brain Allison and Eric Weaver Recorded at Conway Recording, Hollywood/Record One, Sherman Oaks/Hit Factory Criteria, Miami Mixed by Tony Maserati for Two Chord Music Inc. at Chung King Studios, NYC

11

DO YA TH I N K IM 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 Productions Vocal Production by Alonzo and Taura Aura Jackson Lead Vocals by Paris Hilton Background Vocals by Paris Hilton, Nicki Harris and Taura Aura Jackson Engineers: Conrad Golding for Mandatory Entertainment, Wayne The Brain Allison and Eric Weaver Recorded at Conway Recording, Hollywood/Hit Factory Criteria, Miami Guitars: Gabriel | Saxophone: Ed Calle Mixed by Tony Maserati for Two Chord Music Inc. at Una Volta Studios, NYC EXECUTIVE PRODUCERS: PARIS HILTON, SCOTT STORCH AND TOM WHALLEY A&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 TAYLOR PHOTOGRAPHY: JAMES WHITE AND ANTHONY MANDLER FAT JOE APPEARS COURTESY OF ATLANTIC RECORDING CORPORATION JADAKISS 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 Im so proud of everything youre doing in your life. My brothers Barron and Conrad, my Grandmas Grahamcracker 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 thru thick and thin, I love all of you so very much. I want to give a big thank you to Scott Storch, you made me realize the potential I had as an artist, you are a musical genius and it was an honor to work with you. I want to thank Tom Whalley, the most handsome exec in the music business, I thank you for believing in me and supporting this record so much. I would also like to thank Jason Moore, youve been there since the beginning and I appreciate all the time and care you put in to me. Thank you to Irving Azoff, Im so grateful to have you the best guy in the business, and Front Line Management, and the Warner Bros. Records staff, thanks to Jeff Aldrich, its been great working with you, cant wait to do the next record. Thanks so much to Kara DioGuardi, you are talented and I want to work with you on all my albums to come and good luck with 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 and for making such an amazing and timeless music video and hamburger commercial, youre so much fun to work with too, Ill 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 Elliot Mintz aka Chard, I love you thanks for always being there for me. To Dr. Luke Gottwald, we wanted a hit and we got one, there is nothing in this world like it. Lydia Sarno, for making my video hot and run smoothly. Thank you Greg Wells. Rob Cavallo, for helping me become comfortable working in the studio, Steve Margo, 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 a true artist and I am your Barbie, Jenny Cho for making my hair look amazing and Precious thanks to you too. Thank you to Craig Fruin, Jeff Ayeroff, Rob Gordon, James White, Seth Riggs, Rachel Riggs, Ron Anderson, 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, I love 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 amazingly talented couple Lonnie and Taura Jackson, had so much fun working and writing with you both. To all the incredible photographers I worked with David LaChapelle, Ellen von Unwerth, Mario Testino, Anthony Mandler, Marc Baptiste, and Mark Liddell. To Adria Petty for always being honest with me and making history. 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 Damore and Kim Kardashian, I love you both like sisters and am so happy the both of you are in my life, there are no girls I have more fun with. Ari Emmanuel, Sean Perry, Greg Siegel and the Endeavor Agency, and last but not least my immediate familyTokyo 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.