in fairness I was an easy sellthough i’m embarrassed to admit it to myselfand the worst part is you know it all too wellso don’t take advantage of my transparent shell, no

but I think you know what I needimpossible as it may seemand I think it’s easy to see

I am awake, it’s getting latei’m in no state to be alone nowyeah i’m alone nowcome light the fi re in my roomI think i’m losing all control nowI don’t even know howbut i’m in your rip tideand now i’m inside out

i’m in the corner of the street cafeand my heart is warmer since I heard from you today

like a shallow creek I am gleamingno chance of keeping any secretshave I lost enough security yet?

chorus

I tried to hide it, I can’t deny itnow i’m inside outsay you love me, yeah all or nothing, ohnow i’m inside out

I am awake, it’s getting latei’m in no state to be alone nowyeah i’m alone nowcome light the fi re in my roomI think i’m losing all control nowI don’t even know how

chorus

Kate Voegele – Vocals | Mike Elizondo – Bass, Electric Guitar | Matt Chamberlain – Drums, Percussion | Joel Shearer – Electric Guitar, Acoustic Guitar | Patrick Warren – Keyboards

so you see you’ve got me back again for moreand it seems your song is in my head this is warmystery how I could feel you breathe me I was sureyou would keep every promise,you would keep every word

well I tried to put your stories in linebut nothing adds up right

for every 99 timesyou looked me in the eyeyou looked me in the eyeand swore you weren’t lyingI was so blindI never saw the signsi’m getting out tonight and you’re not invited

it’s a shame that you left me hanging like you didit was brave but it was much more foolish, don’t you think? don’t you think?

cause you know I wont be satisfi ed until you realize

chorus

well these things are oh so typicalbut these things are unforgivablei’m gone and you’re invisible nowdon’t let me catch you followingdon’t ask cause i’m not offeringyou’ve caused enough of my suffering oh

chorus x2

Kate Voegele – Vocals | Mike Elizondo – Bass, Drum Programming, Additional Electric Guitars, Keyboards | Abe Laboriel, Jr. – DrumsDaphne Chen – Violin, Viola

put me up on a pedestalI’ve got nowhere to go but downyou expect the impossibleand it’s too much to carry around

well you tell me i’m beautifulit feels empty and I don’t know why but it seems that you’re searching mefor something you’re not gonna fi nd

i’m not your anchorso don’t hold oni’m not the answeryou’ve got me wrongi’m not your saviorsave your energyto fi nd out who you arewho you are without me

wide awake lying next to youbeing careful to get the words rightsee it hurts me to tell you thisbut it kills me to keep it inside

and I’m in love with the present tensemaking plans is overrated to meand I don’t speak in guaranteesor at least not the kind that you need

chorus

well I still believe inhappy endingsbut this just isn’t where I wanna spend mineI’ll be leavingnow I’ve said it

chorus

i’m not a mirrorlook inside yourselfi’m not a heroyou know to welli’m not your saviorsave your energyto fi nd out who you arewho you are without me

Kate Voegele – Vocals | Mike Elizondo – Bass, Acoustic Guitar, Keyboards | Abe Laboriel, Jr. – DrumsJoel Shearer – Electric Guitar | Patrick Warren – Piano Daphne Chen – Violin, Viola I’ve said it once and I’ll say it again

I’ve got something hanging over my headI was laying on your shoulder, perfectly contentuntil you told me all over again

I ain’t got no sob story to writebut just like everyone else i’m living this lifeand you don’t need to win me over and there ain’t no other sideto shelter me from, I’ll belong where I decide

but you say we don’t mess aroundyou’ve got no freedom to come downwe don’t take angels from the skyoh no we don’t mess aroundyou’re meant to be among the cloudscause you’re an angelbut that’s a lie

well I suppose you think i’m so fl attered to hearthat i’m the whisper conscience in your earand that’s exactly the reason that I’ll never fi t in herewell nothing’s ever that black and white, my dear

chorus

i’m not your angel, darlingi’m not your angel, darlingI am never gonna bei’m not your angel, darlingi’m not your angel, darlingI am never gonna be

we don’t mess aroundyou’ve got no freedom to come downwe don’t take angels from the skywe don’t mess aroundyou’re meant to be among the cloudscause you’re an angelbut that’s a lie

Kate Voegele – Vocals | Mike Elizondo – Bass, Percussion, Keyboards | Matt Chamberlain – Drums | Joel Shearer – Electric Guitar | Patrick Warren – Piano, Keyboards

well i’m goinghome downhearted and hopingi’m closeto some new beginningI know there’s a reason for everythingthat comes and goes

but so many people are looking to me to be strong and to fi ghtbut i’m just survivingand I may be weak but i’m never defeatedand I’ll keep believingin clouds with that sweet silver lining

most daysI try my best to put on a brave facebut inside my bones are cold and my heart breaksbut all the whilesomething’s keeping me safeand alive

but so many people are looking to me to be strong and to fi ghtbut i’m just survivingand I may be weak but i’m never defeatedand I’ll keep believingin clouds with that sweet silver lining

and I won’t give up like thisI will be given strengthnow that I’ve found itnothing can take that away

chorus x2

Kate Voegele – Vocals | Mike Elizondo – Bass, Elec-tric Guitar | Brian MacLeod – Drums, PercussionJamie Muhoberac - Piano, Keyboards

a little tough love never hurt nobodynever saw this coming,this side of meI know where you’re goin’ with your sugar-laced talkin’and it wasn’t too hard to see

you think you got me right where you want meyou think you got the whole storyI think that a proper fair warningmight serve you well so i’m here to tell you

it’s not too lateto do yourself a favorand walk awaythough I know that’s never been your natureby the wayyou’ve put yourself in danger cause you’replaying with my heartplaying with my heartyou’re playing with my heart

every good girl’s got a real good reasonto believe in breaking all the rules sometimesand I’m that girl baby you’re that reasonand your scheming has caused me to cross the line

you lie but i’m a pretty good liaryou chose a game I can play betteryou’re bright, oh but baby i’m cleverso you might as welllet me tell you

chorus

for heavens sake what are you thinking baby?you won’t catch what you’ve been chasingtrust me when I say I can keep you runningbut i’m not coming oh I won’t come around

chorus

Kate Voegele – Vocals | Mike Elizondo – Bass,Drum Programming, Acoustic GuitarAbe Laboriel, Jr. – Drums Joel Shearer – Electric GuitarPatrick Warren – Piano, Keyboards

babywhat’cha doing today, what are you doing later?I don’t know my way through a maze of gray skyscrapersbut i’m willing to learn

if you want me to I’ll stay just where I ambut I promise just to follow when I landand you can take my word for that

cause you are my manhattan from the skyyou look so neat and tidy when i’m way up highbut I know your streets are lined with a fi ne mess insideand I wanna come down and walk around your mind

daisiesonce upon an old daydream that’s what you gave meout on the corner of Broadway and 48th streeton a rainy afternoon

I could start discovering your worldand I would make a damn good city girlthings would start to bloom, i’m sure

chorus

I know you want me to see, don’t lie to meso why you gotta go be so shy to me?I ain’t buying the false anxietylet your fortress foldwhat is it gonna take to get you there?if fear was money you’d be a millionaireall alone in a leather swivel chair counting stacks of gold

chorus x2

Kate Voegele – Vocals, Acoustic Guitar | Mike Elizondo – Bass, Acoustic Guitar | Aaron Sterling - Drums | Jamie Muhoberac - Piano, Keyboards | Strings Arranged By Eric Gorfain | Eric Gorfain – ViolinAmy Wickman – Violin | Leah Katz – Viola | Matt Cooker – Cello

how many times have you used that line?did you replace the last two dozen names with mine?

is ‘I love you baby’ second nature by now?cause it sounds awful rehearsed when the words leave your mouth

I don’t know why but it seemsthat i’m not the fi rst to have heard this speechis this a routine you just repeat?cause I don’t mean to presume that you don’t love me like you say you do butyou’re gonna have to prove that you’re trueand you’re not just talkin’ smooth

your performance deserves an academy awardand it’s a double edged sword cause I sure feel adored

but just between us i’d rather see you slip updon’t you know that it’s those less than perfect words I can’t get enough of

maybe I’m outta my headbut i’m telling you baby that I’ve been misledso if the record’s off well could you get it set? I don’t mean to presume that you don’t love me like you say you do butyou’re gonna have to prove that you’re trueand you’re not just talkin’ smooth

well you’ve proven your charm is a crimeoh and ooooh why don’t you see the harm in relying on this disguiseyou’re losing me with every little wink of the eye

the end of my rope is slipping out of my holdso if you’re clever you’d better do some damage control

I don’t know why but it seems you’ve made a game of making a fool outta meand I did not sign up to be your tongue-in-cheek, hey oh yeahI don’t mean to presume that you don’t love me like you say you do butyou’re gonna have to prove that you’re trueand you’re not just talkin’ smoothoh can you prove you’re not just talkin’ smooth

Kate Voegele – Vocals | Mike Elizondo – Bass, Acoustic Guitar | Matt Chamberlain – Drums, Percussion | Joel Shearer – Electric GuitarPatrick Warren – Piano, Keyboards

this road is anything but simpletwisted like a riddleI’ve seen high and I’ve seen low

so loud, the voices of all my doubtstelling me to give upto pack up and leave town

but even so I had to believeimpossible means nothing to me

so can you lift me up?and turn the ashes into fl amescause I have overcomemore than words will ever sayand I’ve been given hopethat there’s a light on up the halland that a day will come when the fi ght is wonand I think that day has just begun

somewhere, everybody starts therecounting on a small prayerlost in a nightmare

but i’m here and suddenly it’s so clearthe struggle through the long yearsit taught me to outrun my fears

and everything that’s worth havingcomes with trials worth withstanding

chorus

oh lift me up, oh lift me up, oh lift me upoh lift me up, oh lift me up, oh lift me updown and out is overratedI need to be elevatedlooking up is not enoughI would rather rise above

chorus

Kate Voegele – VocalsMike Elizondo – Bass, Acoustic GuitarBrian MacLeod – Drums, PercussionJamie Muhoberac – Piano | Strings Arranged By Eric Gorfain | Eric Gorfain – ViolinDaphne Chen – Violin | Leah Katz – ViolaRichard Dodd - Cello

been here beforerevolving doorwe’re caught up and I don’t know what for anymore

we had the bestand nothing lessbut the second we fell out of stepyou up and left

this is so you this is what you doyou’d rather make do than make a movewhat’ll it take now how do I makethis matter enough to you?

say you’re a messsay it’s a shamewhy can’t you at least pretend?say I should leaveyou’re over mesay something, say anythinganythingsay anythingplease

what happened tothe plans we madeand that contagious smile upon your face?it’s all begun to fade

you used to be so careful with memaking sure that we would always beeach other’s missing piece

well we can still savethese tattered pageswhat do you say westart over baby?

this is our chanceand you’re all I havedon’t let me slip through your hands

chorus

you know I miss you, you know I wish youmissed me too, baby tell me you do

chorus

Kate Voegele – Vocals | Mike Elizondo – Bass, Keyboards | Abe Laboriel, Jr. - Drums | Joel Shearer – Guitars | Patrick Warren - Keyboards

the city sleepsso silentlywish I could say the same for mebut I’ve got this dead ended streetto keep searching

for a tunnel underneath the bitter truthor a bridge invisible I won’t fall through

and I don’t know how much I can keepletting you unravel mecause the more you learn the more we sharewe were worlds apart and you seeit was so much easier to because now I know what we can’t have and it’s so unfair

I never meantmost of those pretty words I saidbut I wanted you to think I didcause telling you all this makes no differenceit’s useless

cause those who get to know our hearts the mostthey always seem to be the ones we’ll never hold

chorus

can’t you see it’s destroying me?I can’t stand the closenessbut don’t you dare go avoiding meit kills me and yet it keeps me going

chorus

Kate Voegele - Vocals | Joel Shearer – Acoustic GuitarStrings Arranged by Patrick Warren | Richard Dodd - Cello

pretty girls, they have it easyliving the strawberry kiwi life, ah

and me, I just fi ll up on coffeeand let the caffeine do the talking, ah

i’ll always miss you and i’ll always wish you’d been mine

if i was an english teacheri probably could get you to dance with me

cause robert frost is in your walletthe road less whatever you call it, ah

i’ll always miss you and i’ll always wish you’d been mine

and love I’m afraidthat after tonightthere won’t be a wayto see youbut just for the sakeof our storylineI’ll wait a day to break the bad news

so i’ll buy myself a cheap apartmentand I’ll buy my heart a secret compartment ah, yeah

and when your memory starts to surfacei’ll toast to mistakes made on purpose yeah, oh

i’ll always miss you and i’ll always wish you’d been mine

it takes an idealist to know oneand me and you we’ve had that going for us, yeah

and we the dreamers chase foreverso at least in that we’ll be together ohi guesswell i’ll always miss you and i’ll always wish you’d been mineyeah I’ll always miss you and I’ll always wish you’d been mine

Kate Voegele – Vocals and Acoustic Guitar

Kate Voegele – Vocals | Will Voegele – Acoustic Guitar

so the story goes on downthe less traveled roadIt’s a variation onthe one I was toldand although it’s not the sameit’s awful close, yeah

in an ordinary fairy tale landthere’s a promise of a perfect happy endand I imagine having just short of thatis better than nothing

so you’ll be mineforever and almost alwaysand I’ll be fi nejust love me when you canand I’ll wait patientlyI’ll wake up every day just hoping that you still care

in the corner of my mind I know too welloh that surely even I deserve the bestbut instead of leavingI just put the issue to bedand outta my head

oh and just when I believe you’ve changed for goodwell you go and prove me wrongjust like I knew you would

when I run out of second chancesyou give me that lookand you’re off the hook

because you’re mineforever and almost alwaysand I’m fi nejust love me when you can and I’ll wait patientlyI’ll wake up every day just hoping that you still care

oh, what am I still doing here?oh, it’s all becoming so clear

you’ll be mineforever and almost alwaysit ain’t right to just love me when you canI won’t wait patientlyor wake up everyday just hoping that you’ll still care

forever and almost alwaysno it ain’t rightto just love me when you can, babyain’t gonna wait patientlyI won’t wake up everdayjust hoping that you still care

Patrick Warren - Piano | Kate Voegele – Vocals

God has truly blessed me with so many wonderful people in my life who have helped and inspired me in so many ways. A HUGE thank you to…

Dad (my biggest inspiration and the only reason I get to make records at all), Mom (who I look up to more than anyone), Courbs (who gets me better than anyone on the planet) Grandma Lahey (who always has the best advice and helped me pick the album cover), my grandparents and family for being my best friends and my biggest fans. | Debbie Wilson, Doug Shaw and Louie Bandak for their incredible hard work and belief in this project. | Jimmy Iovine, Luke Wood, Brenda Romano, Dyana Kass, Laura Hess, Ianthe Zevos, Stephanie Hsu, Candace Berry, Jeanne Venton, Kam Sangha, Alex Black and everyone at Interscope Records for making this possible. | J Scavo, Tom Anderson, and the rest of the MySpace Records team for their continued dedication to this project. Mike Elizondo for believing in the songs, bringing them to life, and encouraging me as an artist. | Adam Hawkins, Brent Arrowood, and all the incredibly talented musicians who played on this record.

Everyone at One Tree Hill, with special thanks to Mark Schwahn and Joe Davola for their passion for music, immense support and for inspiring me in an epic way. | Special thanks to the One Tree Hill cast and crew for their welcoming friendship and incredible hard work.

Brian Manning, JBeau Lewis, Seth Cummings and everyone at CAA.David Levin and Michelle Taylor | Michael Moses and BWR | Elliott Groffman & Gillian Bar, Carroll, Guido & Groffman, LLP

Jon Pikus, Thom Trumbo, Alissa Razansky, Michael Pizzuto, Paige Parsons, Bennett Kaufman, Lindy Robbins, Dan Muckala, Bleu, Dave Bassett, Scott Cutler, Anne Preven

University of Phoenix for their unbelievable support and giving me the opportunity to continue my education.

My amazingly talented band- Sam Getz, Mark Tobik, Bob “BB” Matthews, and Brett Lindemann for being the big brothers I never had. Also special thanks to Dave “Cash” Witalis, Paul Babikian, Chris Miranda and Quinn Holderman for their tremendous work ethic and contribution to the tour.

All of my best friends and loved ones who can make me laughuncontrollably, fi nish my sentences and make anything and everything better. You guys are AMAZING!

All of my incredible fans for their remarkable support, love, and appreciation for the music. You guys are the best inspiration and give the music such an amazing sense of purpose. I could never thank you all enough for how much your connection to this music has touched me.

**As a songwriter and with these songs, I want more than anything to tell a story. This record is dedicated to my grandfather, Donald P. Lahey, who was unquestionably my biggest fan and the world’s best storyteller.

Executive Producer: Mark Schwahn

Produced by Mike ElizondoRecorded and Mixed by Adam HawkinsRecorded and Mixed at Phantom Studios, Westlake Village, CABrent Arrowood – Assistant EngineerJolie Levine – Project Coordinator

* “We the Dreamers” and “Playing With My Heart (Acoustic)”Recorded and Mixed by Will VoegeleRecorded and Mixed at Communikate Music Studios, Cleveland, OH

Mastered by Ted Jensen at Sterling Sound, New York, NY

All songs written by Kate Voegele and published by CommuniKate Music (ASCAP) except:“Say Anything” written by Kate Voegele and William James (Bleu) McAuley III/ Published by CommuniKate Music (ASCAP)/Kohaw Music obo Seriously You Call This Music (ASCAP) C/O The Bicycle Music Company

“Who You Are Without Me” written by Kate Voegele, Lindy Robbins and Daniel John Muckala/Published by CommuniKate Music (ASCAP)/Hey Kiddo Music (ASCAP) and Wintergone Music (ASCAP). All rights administered worldwide by Kobalt Songs Music Publishing

“Playing With My Heart” written by Kate Voegele and Dave Bassett/Published by CommuniKate Music (ASCAP)/Two of Everything Music (ASCAP)/WB Music Corp (ASCAP). All rights on behalf of itself and Two of Everything Music administered by WB Music Corp. (ASCAP)

A&R: Louie BandakManagement: Debbie Wilson & Doug Shaw, Wilspro ManagementLegal: Elliott Groffman & Gillian Bar, Carroll, Guido & Groffman, LLPBooking: Brian Manning, Jbeau Lewis/CAA

Photographer: Brian Bowen SmithArt Direction & Design: Varnish Studio Inc

www.katevoegele.comwww.myspace.com/katevoegele