This album is dedicated to the thunderous king, the muse, the mad scientist...the beacon.

Wherever our paths may lead us, this is, and always will be, ours...
It takes a village to keep this little train put putting along. I have been the recipient of an inordinate amount of kindness - from friends and strangers alike... I am so grateful to have had the opportunity to make this record exactly as it needed to be made, and with such unfailing support. Darren, thank you for your guidance, for fighting the good fight and constantly saving the day - winning or losing, you're always on my side. Your heart is golden. Thank you to all the musicians who brought these songs to life so beautifully and with such grace. I am humbled by you all. Special thanks to Chris Steffen and Eldorado Studio for creating such a focused and magical environment for us. Serban Ghenea, you are bad to the bone and helped the music take flight. My hats off to you. To my parents, the best ever of all time. You keep this wayward ship afloat. Thank you Adrienne Butcher, for all your hard work, spirit and dedication. Thanks to the folks at Macklam/Feldman. Virgin Records, Capitol Records and EMI - Kemplernicus the Wise, Rob Stevenson - people are exciting! Zach Hochkeppel, and Nicole Frantz (the ever patient one). Brett Kilroe - yay you! Thank you Greg/Wendy at Warner Chappell Pub and Keith/Julie at William Morris Endeavor. Thank you, the incomparable Kenneth Meiselas at Grubman Indursky & Shire, you are a rock star in your own right. James Lugo, you saved my voice again, thank you so. Cass Bird, Heidi Bivens and all the lovely people that helped with the photographs. Thank you to my wonderful, patient, kind friends, you rescue me more often than you know. Most importantly, thank you Bertie, simply the best little creature in the whole wide world. My heart is bursting with love.

All songs produced by Lukas Burton for FastCrowd Entertainment Mixed by Serban Ghenea at MixStar Studios, Virginia Beach, VA Engineer for mix: John Hanes / Assisted by Tim Roberts / Except Swan Song - Mixed by Lukas Burton at The Georgian House, Los Angeles, CA and The World Without Mixed by Chris Fuhrman for BigMouth Music at The Red Room, Los Angeles, CA Mastered by Ted Jensen at Sterling Sound Studios, New York, NY A&R: Rob Stevenson Tracks 1 & 5 recorded by Lukas Burton and Chris Steffen at The Shack, Echo Park, CA and Eldorado Studios, Burbank, CA. Tracks 4 & 9 recorded by Lukas Burton and Chris Steffen at Eldorado Studios, Burbank, CA and The Georgian House, Los Angeles, CA. Tracks 2, 3, 6, 7, 10 & 11 recorded by Chris Steffen at Eldorado Studios, Burbank, CA. Track 8 recorded by Chris Steffen and Chad Carlisle at Eldorado Studios, Burbank, CA and Glenwood Studios, Burbank, CA Tracks 1, 3, 6, 7, 9, 11 Written by A. Sudol, Published by Ampstar Music (ASCAP) // Track 2 Written by A. Sudol and J. Siebenberg, Published by Ampstar Music (ASCAP), Jesse Siebenberg/Seven Mountains Music (ASCAP) administered worldwide by PEN Music Group, Inc. // Tracks 4, 5, 8, 10 Written by A. Sudol and L. Burton, Published by Ampstar Music (ASCAP), Wowch Music (BMI) Alison Sudol: Vocals (all tracks), Piano (6, 7, 9, 11), Additional Piano (8), Keys (4) David Levita: Guitars (1, 2, 4, 5, 7, 8), Additional Guitars (3, 6, 11), Bass (1, 3-5, 7, 8, 10) Stephen LeBlanc: Piano (1, 5, 8), Keys (3, 5, 6, 8, 9, 11), Additional Keys (10), Hammond B3 (11) Jesse Siebenberg: Drums (2, 5, 6, 9, 10), Bass (2), Piano (2), Keys (2), Lap Steel (6), Hammond B3 (9) Lukas Burton: Clappin & Whistlin (1), Keys (4), Additional Keys (3, 6), Additional Synths (5), Bass (6), String Arrangement (1) Joel Shearer: Guitars (3, 9, 10), Bass (9) Victor Indrizzo: Drums (3, 4, 7, 8) James Paxson, Jr.: Drums & Percussion (1) Daphne Chen: Violin (1), String Arrangement (1) Richard Dodd: Cello (1) Sarah Wass: Flute (9) Danny T. Levin: Horns (11) Photography: Cass Bird / Design: Runner Collective Management: Watchdog Mgt, A division of Macklam Feldman Mgt www.afinefrenzy.com www.myspace.com/afinefrenzy

01 What I Wouldnt Do (2:57) 02 New Heights (4:12) 03 Electric Twist (4:31) 04 Blow Away (4:09) 05 Happier (3:30) 06 Swan Song (3:43) 07 Elements (3:24) 08 The World Without (4:15) 09 Bird of the Summer (3:18) 10 Stood Up (4:47) 11 The Beacon (3:22)

Produced by Lukas Burton for FastCrowd Entertainment

www.afinefrenzy.com www.myspace.com/afinefrenzy

2009 Virgin Records.