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12 Bar Blues


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1 DESPERATION #5 (4:05)
Written by Scott Weiland
Scott Weiland – Voices, Beat Box, Guitars, Piano, Vibraphone, Percussion
Daniel Lanois – Synth
Tony Castaneda – Guitars, Bass
Blair Lamb – Beat Box

2 BARBARELLA (6:36)
Copyright Controlled. All Rights Reserved.
Scott Weiland – Voices, Beat Box, Piano, Synth, Percussion, Additional Guitars
Daniel Lanois – Guitar
Peter DiStefano – Guitar, Ethereal Guitar, Bass
Holly Reiger – Guitar
Michael Weiland – Acoustic Drum Loop
Victor Indrizzo – High Hat
Tony Castaneda – Guitar, Slide Guitar Solo
Martyn LeNoble – Bass

3 ABOUT NOTHING (4:48)
Written by Scott Weiland and Tony Castaneda
Scott Weiland – Voices, Guitars, Godzilla Guitars, Synth, Percussion, Beat Box
Victor Indrizzo – Guitar, Drums, Percussion
Tim Gilman – Galactic Surf Guitar
Tony Castaneda – Guitars, Bass
Tracy Chisholm – Theramin
Martyn LeNoble – Bass

4 WHERE’S THE MAN (4:55)
Written by Scott Weiland
Scott Weiland – Voices, Electric Guitars, Synths, Percussion
Victor Indrizzo – Electric and Acoustic Guitars, Hammond Organ, Piano, Drums
Martyn LeNoble – Bass, Cello
Michael Weiland – Percussion

5 DIVIDER (4:23)
Written by Scott Weiland and Victor Indrizzo
Scott Weiland – Voices, Vibraphone, Percussion
Victor Indrizzo – Drums, Guitars, Mellotron, Piano
Brad Mehldau – Piano
Martyn LeNoble – Bass
Michael Weiland – Percussion

6 COOL KISS (4:55)
Written by Scott Weiland
Scott Weiland – Voices, Beat Box, Guitar FX, Mellotron, Synth, Percussion
Victor Indrizzo – Bass, Electric and Acoustic Guitars, Drums, Keyboards, Percussion
Michael Weiland – Percussion

7 THE DATE (5:21)
Written by Scott Weiland
Scott Weiland – Voices, Drums, Guitars, Synths, Percussion, Bass, Piano

8 SON
(5:04)
Written by Scott Weiland and Victor Indrizzo
Scott Weiland – Voices, Percussion
Victor Indrizzo – Acoustic and Electric Guitars, Piano, Drums
Martyn LeNoble – Bass, Cello
Michael Weiland – Percussion
– For Zack

9 JIMMY WAS A STIMULATOR (3:58)
Written by Scott Weiland
Scott Weiland – Voices, Synths, Beat Box, Drum Loop, Synth Bass
Victor Indrizzo – Drums, Keyboards, Guitars, Electric Fuzz Piano
Blair Lamb – Drum Loop
Tracy Chisholm – Theramin
Michael Weiland – Percussion

10 LADY, YOUR ROOF BRINGS ME DOWN
(5:26)
Written by Scott Weiland and Victor Indrizzo
Scott Weiland – Voices, Synths
Victor Indrizzo – Piano, Guitars, Drums, Vocals, String Arrangements
Martyn LeNoble – Bass
Sheryl Crow – Accordion
Susie Katayama – Cello
Joel Derouin – Violin
Robin Lorentz – Violin
Novi Novog – Viola

11 MOCKINGBIRD GIRL
(5:02)
Written by Scott Weiland, Zander Schloss, and Jeff Nolan
Scott Weiland – Voices, Beat Box, Synths, Percussion, Additional Guitars
Victor Indrizzo – Guitars, Drums
Martyn LeNoble – Bass
Brad Mehldau – Keyboards
Tim Gilman – Guitar

12 OPPOSITE OCTAVE REACTION
(4:18)
Written by Scott Weiland
Scott Weiland – Voices, Synth Bass
Victor Indrizzo – Drums, Guitars
Martyn LeNoble – Bass
Zander Schloss – Guitar
Jeff Nolan – Guitar
Peter DiStefano – Guitar, Guitar Synth

All songs © 1997 Foxy Dead Girl Music (ASCAP) except “Divider,” “Son,” “Lady, Your Roof Brings Me Down” © 1997 Foxy Dead Girl Music/Evero Music/Famous Music Corporation (ASCAP); “About Nothing” © 1997 Foxy Dead Girl Music (ASCAP)/Tony Castaneda; “Barbarella” © 1997 Copyright Controlled. All Rights Reserved. “Mockingbird Girl” © 1995 UA Music Inc./Floated Music/EMI Virgin Music “It’s The Mega” (ASCAP)/United Lion Music, Inc./Sho Me Mo (BMI). Lyrics used by permission. All Rights Reserved.
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Produced by Blair Lamb and Scott Weiland


Recorded and Mixed by Tracy Chisholm

Additional Production on “Desperation #5,” “Barbarella,” “About Nothing,” and “Cool Kiss” by Daniel Lanois

“Barbarella” and “Opposite Octave Reaction” -
Produced by Scott Weiland and Tracy Chisholm

“Desperation #5,” “Barbarella,” “About Nothing,” “Cool Kiss,” and “Son” Mixed by Daniel Lanois with Tracy Chisholm and Mark Howard

“Opposite Octave Reaction” Recorded by Chris Goss and Chad Banford

Additional Recording by Daniel Lanois, Tracy Chisholm and Jason Gladden

Assistant Engineers: Reid Miller, Rafa Sardina, John Sorrenson, Eric Greedy, David Nottingham, and Jeff Robinson

Recorded at Scott’s house, Foxy Dead Girl, Royaltone, Oceanway, The Village, and Master Control

Mixed at Royaltone and The Village

Mastered by Mark Chalecki, Tracy Chisholm, and Daniel Lanois at Capitol
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Management: Arnold Stiefel

A&R: Tim Sommer

Design Concept: Scott Weiland

Art Direction: Richard Bates and Jennifer Barbato

Photography: Allison Dyer

Other Photography: Scott Weiland

Sheryl Crow rocks courtesy of A&M Records, Inc., a PolyGram Company
Martyn LeNoble and Peter DiStefano appear courtesy of Warner Bros. Records Inc.
Zander Schloss appears courtesy of Interscope Records


Thanks: At Stiefel Entertainment: Arnold Stiefel (the best friend, manager, and surrogate father that a boy could have), my homie Downtown Scotty Brown, Zoe Karatzaferis, Lotus Donovan, and Nipsey. The patient, brilliant, and sexy gang at Atlantic Records: Val Azzoli, Ron Shapiro, Andrea Ganis, Craig Kallman, Linda Ferrando, Patti Conte, Tim Sommer, Phil Wild, Daniel Savage, Gary Spivack, Danny Buch, Richard Bates, Lisa Gray, and the indefatigable Bobbie Gale. Rosemary Carroll, Ron Kramer, Marla Doyle, Mon-Dad-Grammy-Grampa, Jannina Weiland, the Castaneda family, my brothers in STP, DK Sweet and Mackie, Joey and Chris (the Saw Guys) and all of my friends, past, present, alive & dead.

Special thanks to Royaltone Studios in Burbank for your exceptional character and sounds.

Atlantic Recording Corporation, 1290 Avenue of the Americas, New York, NY 10104. A Time Warner Company. (P) © 1998 Atlantic Recording Corporation for the United States and WEA International Inc. for the world outside of the United States. All Rights Reserved. Printed in U.S.A. Warning: Unauthorized reproduction of this recording is prohibited by Federal law and subject to criminal prosecution.


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