BOY FALLS FROM THE SKYYou can change your mind but you cannot change your heartYour heart knows when you’re hidingYour heart knows where you areI’d be myself, If I knew who I’d becomeYou don’t have to fl y too high to get too close to the sun

See the boy fall from the skyYou will always be in front of me, even as I disappear from viewFor I have done not a single thing without the thought of youBut no, not here, not now, no wayI’m not ready to give up the fi ghtIf I can use a single thread to cross the skyThen why is the eye of the needle still your heart tonight

See how the boy falls from the sky Oh oh oh ohThe city conducts a symphonyI’ll search through trash for a melodyThat might lead us back to dignity in this junk yard of humanity

To let you go without regretI will forever hold you always in my heart insideOver the screams and the siren’s wailThe only thing not up for saleAre lovers like lights on a midnight train?Hearts like thunder with no sign of rainLightening splits the sky, kisses your faceYours is the sacrifi ce, yours is the grace I hear your voice inside my headI will listen to nobody, not to no one elseFrom the bridge where we both stood and stole the view

I saw the you in me and the me in youThese are the threads that bindThe ones we have to weaveThey will hold us true, I believe I believe Beli-eveBelieve Believe BelieveBelieve Beli-eve

REEVE CARNEY

SO THIS IS A KIND OF SAMPLER OF WHAT WE’VE BEEN

UP TO WITH THE MUSIC ON SPIDER-MAN TURN OFF

THE DARK. THERE WERE 18 SONGS AND

20 PIECES OF SCORE TO CHOOSE FROM, PLUS

WE’VE INCLUDED SOME OF OUR OWN DEMOS FOR THE

FUN OF IT. JULIE TAYMOR AND GLEN BERGER WERE

GREAT INSPIRATIONS, AS WE GOT UNDERNEATH THE

CHARACTERS IN THE PLAY AND TRIED TO FIND AN

EMOTIONAL LIFE FOR THEM IN OUR SONGS.

TEESE GOHL AND KIMBERLY GRIGSBY WORKED THE

MUSIC UP ON LONG DAYS WITH THE CARNEY BAND,

ORCHESTRA AND ALL THE OTHER SINGERS AND

MUSICIANS, TRYING TO KEEP THE PAINT FRESH ON

THE CANVAS AS WE CHOPPED AND CHANGED THE

MATERIAL TO FIT THE DIFFERENT STORY VARIATIONS.

THE CHANCE TO WORK WITH DAVID CAMPBELL ON THE

ARRANGEMENTS WAS ONE OF THE HIGHLIGHTS OF

THE PROJECT; A COOL CUSTOMER IN A KITCHEN THAT

COULD GET PRETTY HOT. WE HAVE LEARNT SO MUCH

FROM THESE ARTISTS, THEIR STAMINA, THEIR

COMMITMENT TO REALISE THE VISION OF THIS

POP-UP POP ART OPERA.

RISE ABOVE 1

And you said rise above Open your eyes upAnd you said rise aboveI can’t, I can’tHow long will it takeBefore these feelings go away?How much longer do I wait And are there any real answers anyway? Your silence in a crowded roomLouder than the loudest tuneI hang on every wordAnd you said rise above Open your eyes upAnd you said rise aboveI can’t, I can’tI miss you in everythingI was traveling too fast to take you inI know silence is no crimeI just wish I could hear you fi ll it up One more timeYes, I know what you’d say to me Exactly what you’d say to meI still hang on every wordAnd you said rise above Open your eyes upAnd you said rise above YourselfIn a time of treasonIs there time for trust?Where there’s no them, only usIs there time for reason?Has your heart had enough?Is it time to let go? And rise aboveAnd you said rise above Open your eyes upAnd you said rise aboveYourself

PICTURE THIS

Picture this Open the iris, open it up wide

The world changes shape with the color of your eyes

Picture this You are already where you wanna be

Now close your eyes, what does it look like?

Picture this The world is spinning on a tiny pin

Nobody knows the danger we’re in

On this sunny day (on this sunny day)

Let your imagination run away

On this sunny day (on this sunny day)

Sunny daysSee the future through the haze

Picture this I wanna believe you and I’m gonna try

But I fi nd it hard to see me through your eyes

Picture this Realise this is a dizzy high

I could fall, and fall, and fall

On this sunny day (on this sunny day)

Let your imagination run away

On this sunny day (on this sunny day)

Sunny daysSee the future through the haze

Love, is this love? (Is this love?)

On this sunny day (Just crimes, peace wars, true lies. I can see a noble shame.

I can see a living death.

I can see a healing pain, a pure decay, a helping hurt, a freeing jail)

On this sunny day (Hate, war, hurt, shame, death, pain)

On this sunny day (Hate, war, hurt, shame, death, pain)

On this sunny day (Hate, war, hurt, shame, death, shame)

I JUST CAN

,T WALK AWAY [SAY IT NOW]

Say it now, say it now

Explain to me why this happens every time

Give me any kind of sign

‘Cause I just can’t walk away

You wait

I won’t

I leave

I don’tI memorize what I have to say

But he doesn’t say it anyway

Say it now, say it now

Explain to me why this happens every time

Give me a clue or tell me why

I just can’t walk away

Walk, walk away

Walk, walk away

Needing, aching, lying awake

In a room in my heart

Right here you stay

A heartbeat away

Yet we’re miles apart

You know that love can’t live without honesty

But there are dangers in the daylight and the shadows with me

Say it now, I wish I could say it now

Say to me the words I need to hear

Why you just don’t disappear

And why I just can’t walk away

Say it now, say it now

Say to me the simple words I fear

I know why I’m here

‘Cause I just can’t walk away

Walk, walk away

Walk, walk away

Walk, walk away

Walk, walk away

JENNIFER DAMIANOREEVE CARNEY AND JENNIFER DAMIANO

BOUNCING OFF THE WALLS

Someone else has woken up inside of me

Something has just turned on a light in me

I feel a force fl ow through every artery now

I can’t get down, I woke up on the roof again

Round and round, spinning on the spot again

I can’t explain the who, the where, the why, or the when, how

And I feel it in my veins

It’s a feeling I can’t tame

Can anyone please explain

Why, why, whyWhy I’m bouncing off the walls

Bouncing off the walls

Bouncing off the walls

Bouncing off the walls

A sun spot I’m atomic energy

The atom split but left the best part of me

It’s not static, just electricity - wow!

Bouncing off the walls

Bouncing off the walls

Bouncing off the walls

Bouncing off the walls

Bouncing off the walls

Bouncing off the walls

Ohh... ohh...And I feel it in my soul

What I need to control

And I feel it in my bones

Let’s rock and rollRoll, roll, roll, rollBouncing off the walls

Bouncing off the walls

Bouncing off the walls

Bouncing off the walls

Yeah, yeah, yeah, yeah

Alright!

PULL THE TRIGGER

Spider-Man? Spider-Man

Enhanced genetics?

Spider-Man?

Super-human kinetics

Spider-Man?

Muscle augmentation. And look at that, web bio-generation.

This, this looks like my work.

It’s getting out. Your research. Your life’s work. Your precious research.

Your secrets. Getting sold. Getting bought.

It isn’t possible.

Isn’t it? It’s not. Or is it?Maybe it was Kassidy. You relied on loyalty

All your staff where did they go?

And what did they take and what did they know?

Our funding dried up, they weren’t getting paid.

How’s it feel to be betrayed?

They’re leaving like rats from a sinking ship,

you’re losing control, you’re letting it slip! Time to get it!

You’ve been stabbed in the back!

Are you gonna roll over, play dead?

Or attack?(Competition? I don’t have any!) Wake up son!

Someone’s cheating you!

You do have competition and they’re beating you!

So fi ght back! (What?!)

Are you just gonna wait?

It’s an arms race, boy, you can’t hesitate!

We want new men!

A new breed of Marines!

Not human!

We want fi ghting machines!

A new species! One that’s harder to kill!

And what if I won’t?

We’ll get someone who will!

Don’t just think of you Think of God and country Join the proud and few who know best for their country Get some patriotic pride or we’ll sell it to the other side!How do we win? By living in fear! How do we win? Get the enemy clear! How do we win? By saying it’s done in retaliation! How do we win? By clearing them out! How do we win? By murdering doubt! How do we win? ‘Cause we’re in the right Get in line or say goodnight!So deliver! I ain’t working for you We want bigger!

That ain’t something I do Pull the trigger! Start being a man! Take care of business or get off the can! Start making! And you’ll be in control! Start taking! You wanna suck out my soul? Get funded! Or your baby won’t live! I’m gonna say “No!” You mean “affi rmative”! Yes sir!

Hut! Hut! Hut! Hut! Hut! Hut! Hut, two, three! Hut! Hut! Hut! Hut!

Hut! Hut! Hut, two, three!Spider-Man!PATRICK PAGE AND ENSEMBLE

REEVE CARNEY AND PATRICK PAGE

DIY WORLD

‘Cause we can be what we wanna be And we need to be what we gotta be That’s what we oughta be in the DIY world‘Cause we can be what we wanna be (Tomorrow belongs to the brave) And we need to be what we gotta be Do it yourself, do it yourself, DIY worldGamma rays, tidal waves, infl uenza there’s so many ways

The human race can take a hit We’re gonna sink but you can swim If you don’t mind a little change of skinDesigner genes are a better fi t‘Cause we can be what we wanna be And we need to be what we gotta be That’s what we oughta be in the DIY worldTomorrow belongs to the brave, not the slave, but the brave (Tomorrow belongs to the brave all to the brave) ‘Cause we can be what we wanna be And we need to be what we gotta beDo it yourself, do it yourself, DIY worldRising seas? No more trees? Then be a freakin’ fl eet of killer bees

We’re masters of creation DNA is the way, now that evolution’s had its day The intelligent design solutionAnd we, we could live for a thousand years‘Cause we can be what we wanna be And we need to be what we gotta be That’s what we oughta be in the DIY world‘Cause we can be what we wanna be (Do it yourself) And we need to be what we gotta be (Yourself, do it yourself) That’s what we oughta be in the DIY world (Do it yourself, yourself, do it yourself)‘Cause we can be what we wanna be (Tomorrow belongs to the brave, not the slave)

And we need to be what we gotta be (But the brave) Do it yourself, do it yourself, DIY worldAnd we, we could live (we could live) for a thousand years

IF THE WORLD SHOULD END

Don’t think about tomorrow

We’ve only got today

There’s nothing that I want from you

Not a word you have to say

You are all I need

And all I can defend

All I need to hold on to

If the world should end

In my imagination

I could not have made this up

In a world stranger than fi ction

Ours is no fi ctional love

I can see the you

Under your second skin

I can feel your heartbeat quicken

Quicken and then slow

There’s nothing else I need to know

And there’s nothing

You need to pretend

If the world should end

And the sky tonight is luminous

For all the wrong reasons

And ev’ry doorway is hiding something

And if this world should all come crashing down

I wouldn’t care at all

And if there’s no tomorrow

I’ll have today again

There’s no time for sorrow

When there’s no such thing as time

And if the darkness will descend

Don’t need a saviour or a friend

I can say I’ve really loved

If the world should end

PATRICK PAGE

SINISTEREO

Now come thoughts that you shall not banish *

Secret fears, visions ne’er to vanish

Crawling shapes now come

Writhing out T’cast their shadows over this human rout

You set yourself on fi re

You set yourself on fi re

You set yourself on fi re

Breath of our breath with no blood or bone

Never grows weary

Never grows old

Mutters and mumbles in

Infi nite ways Ever the tyrant to the willing slaves

You set yourself on fi re

You set yourself on fi re

You set yourself on fi re

Much of madness and more of sin

No government of this vast formless thing

You set yourself on fi re

You set yourself on fi re

You set yourself on fi re

You set yourself on fi re

* from “Spirits of the Dead” by Edgar Allen Poe

A FREAK LIKE ME NEEDS COMPANYIf you’re looking for a night out on the town, you just found me (A freak like me needs company) I’m a 65 million dollar circus tragedy (A freak like me needs company) I’m not rollin’, baby rollin’ in the green but I’m unique (freak) - a freak (freak!)I’m the new Coney Island and all the rides are open and free On me! (Freak like me needs company)All the weirdos in the world are here right now in New York City All the brazen boys and girls dressed to kill without pity All the weirdos from out of town and all the freaks always around All the weirdos in the world are here in New York City tonight Here in New York City tonight

I got a crew of party animal mutants by my side (A freak like me needs company) Demon hairdo evil dressers who just won’t be denied (A freak like me needs company)The crossroads of the road just need a little tweak (freak) from a freak (freak)I said goodbye to my straight life cuz I love a freak (A freak like me needs company)All the weirdos in the world are here right now in New York City All the brazen boys and girls Peacocks, posers show no pity All the weirdos from out of town and all the freaks always around All the weirdos in the world are here in New York City tonight Here in New York City tonightOhh...

RISE ABOVE 2

When the ones who run the fi rehouse are the ones who start the fi re

And the lawless make the laws and every preacher is a liar

When the ones who damn the innocent

Are on the nightly news and front page

An old man said to me it’s not who but what you know

And knowledge isn’t wisdom without control

Better still to be the changes that you want to see

But they come slow, I know

And you said rise above

Open your eyes up And you said rise above

I can’t, I can’tFor every heart that bleeds

Will colour your world red

And the sorrow in the night

Will be the blue you cannot shed

But your strength will be a vision

Beyond visibilityAnd the gift you have within

Will give you new eyes to see

That you can rise above

Swing through the skies above

And you shall rise above

YourselfKnow that I’ll be watching

Know that I’ll be waiting

Standing on the precipice

I can soar away from this

And you can rise above (Free your soul) Open your eyes up (Rise above yourself and take control) And you can rise above (The need to love) Yourself (To release yourself and rise above it all)And you can rise above (I will be there) Open your eyes up (You were never alone) And you can rise above (Inside your dreams) Yourself (I’ll been watching and waiting for you)And you can rise above Open your eyes to love And you can rise above Yourself

And every heart that bleeds Will colour your world red And the sorrow in the night Will be the blue you cannot shed And your strength will be a vision Beyond visibilityAnd the gift you have before you Will give you new eyes to see

T.V. CARPIO

TURN OFF THE DARK

Between regret and despair

Between faith and fear

Between longing and necessity

In the shadowland

In the shadowland

Turn off the dark

Turn off the dark

Between the looking and the seeing

Between the hurting and the weeping

Between the waking and the sleeping

Are you sleeping? Ahh...

Turn off the dark

Ahh... Turn off the dark

Turn off the dark

I’ve been waiting

I’ve been waiting

I am the queen of dreams

Banished to a shadow prison

But I’ve watched and waited as your powers have risen

And now my loneliness can be undone

For the fates have delivered you, my one

With me alone you have nothing to hide

Confi de in me, inside of me the universe awaits

Unwind... we’ll eclipse this mortal mind

The gift you’ve been given binds you to me

With spider silk threads across the galaxy

1. NY DEBUT (INSTRUMENTAL)

2. BOY FALLS FROM THE SKYReeve Carney

3. RISE ABOVE 1Reeve Carney featuring Bono and The Edge, with Gerald Avery, Collin Baja, Marcus Bellamy, Emmanuel Brown, Jeb Brown, Matt Caplan, Dwayne Clark, Luther Creek, Craig Henningsen, Dana Marie Ingraham, Ayo Jackson, Isabel Keating, Natalie Lomonte, Ken Marks, Kristen Martin, Jodi McFadden, Bethany Moore, Kristen Faith Oei, Kyle Post, Brandon Rubendall, Sean Samuels, Dollar Tan, Matthew James Thomas, Christopher W. Tierney, Laura Beth Wells

4. PICTURE THISBono, The Edge, Jennifer Damiano, Reeve Carney

5. I JUST CAN,T WALK AWAY [SAY IT NOW]

Reeve Carney, Jennifer Damiano with T.V. Carpio

6. BOUNCING OFF THE WALLSReeve Carney with Matt Caplan, Luther Creek, Kristen Faith Oei, Sean Samuels

7. PULL THE TRIGGERPatrick Page, Jeb Brown, Dwayne Clark, Luther Creek, Ken Marks with Gerald Avery, Collin Baja, Marcus Bellamy, Emmanuel Brown, Matt Caplan, Craig Henningsen, Dana Marie Ingraham, Ayo Jackson, Isabel Keating, Natalie Lomonte, Kristen Martin, Jodi McFadden, Bethany Moore, Kristen Faith Oei, Kyle Post, Brandon Rubendall, Sean Samuels, Dollar Tan, Matthew James Thomas, Christopher W. Tierney, Laura Beth Wells

8. NO MOREReeve Carney, Jennifer Damiano

9. DIY WORLDPatrick Page, Reeve Carney, Laura Beth Wells with Gerald Avery, Collin Baja, Marcus Bellamy, Emmanuel Brown, Jeb Brown, Matt Caplan, Dwayne Clark, Craig Henningsen, Dana Marie Ingraham, Ayo Jackson, Isabel Keating, Natalie Lomonte, Ken Marks, Kristen Martin, Jodi McFadden, Bethany Moore, Kristen Faith Oei, Kyle Post, Brandon Rubendall, Sean Samuels, Dollar Tan, Matthew James Thomas, Christopher W. Tierney

10. IF THE WORLD SHOULD ENDJennifer Damiano

11. SINISTEREOThe Edge with Jeb Brown, Dwayne Clark, Luther Creek

12. A FREAK LIKE ME NEEDS COMPANYPatrick Page with Bono, The Edge, Gerald Avery, Collin Baja, Marcus Bellamy, Emmanuel Brown, Jeb Brown, Matt Caplan, Dwayne Clark, Craig Henningsen, Dana Marie Ingraham, Ayo Jackson, Isabel Keating, Natalie Lomonte, Ken Marks, Kristen Martin, Jodi McFadden, Bethany Moore, Kristen Faith Oei, Kyle Post, Brandon Rubendall, Sean Samuels, Dollar Tan, Matthew James Thomas, Christopher W. Tierney, Laura Beth Wells

13. RISE ABOVE 2Reeve Carney, T.V. Carpio, Jennifer Damiano with Collin Baja, Jeb Brown, Matt Caplan, Dwayne Clark, Luther Creek, Dana Marie Ingraham, Ayo Jackson, Isabel Keating, Heather Lang, Natalie Lomonte, Ken Marks, Jodi McFadden, Kristen Faith Oei, Jennifer Christine Perry, Sean Samuels, Laura Beth Wells

14. TURN OFF THE DARKT.V. Carpio

Produced by Steve Lillywhite

Executive Producers: Bono and The Edge

Recorded at MSR Studios, New York except “Bouncing Off the Walls” recorded at Henson Recording Studios by Nicolas EssigEngineers: Lawrence Manchester, Angie Teo Assistant Engineers: Ryan Kelly, Derik Lee, Gloria Kaba, Peter WolfordAdditional Mixing by: Lawrence Manchester Mixed by Steve Lillywhite and Angie Teo

Rise Above 1:Produced by Alex Da Kid for KIDinaKORNERAdditional Vocal Production by Steve LillywhiteAdditional Bass and Guitars by J Browz for KIDinaKORNERAdditional Keyboards by Mark Foster

TM and © 2011 Marvel. All rights reserved.

Guitars: Zane Carney, Matt Beck, Ben ButlerAdditional Guitar: The EdgeBasses: Aiden Moore, Richard HammondKeyboards: Billy Jay Stein, Charles duChateau Drums: Jon EpcarPercussion: John ClancyHammered Dulcimer: Bill RuyleConcertmaster: Antoine SilvermanViolin/Viola: Christopher CardonaCello: Anja WoodTrumpets: Don Downs, Tony Kadleck French Horn: Theresa MacDonnellBass Trombone/Tuba: Marcus RojasReeds: Aaron Heick

Additional MusiciansAdditional Keyboards/Programming: Shea TaylorViolins: Michael Roth, Matt Lehmann, Entcho Todorov, Laura Frautschi, Lisa Matricardi, Dale Woodiel, Mary Whitaker, Sylvia D’Avanzo, Max Moston, Amy Kauffmann, Hector Falcon, Ann Lehmann, Claire Chan, Suzy Perelman, Louise Owen, Sean CarneyViolas: Hiroko Taguchi, Jonathan Dinklage, David CreswellCelli: Sarah Carter, Wolfram Koessel, Emily Brausa, David HeissBass: Pete Donovan, Dick SarpolaFrench Horn: R.J. KelleyTrombone/Bass Trombone: Timothy AlbrightTrumpet: Michael LeonhartTenor Sax/Alto Flute: David MannBaritone Sax: Roger Rosenberg

Conductor: Kimberly GrigsbyAssociate Conductor: Charles duChateau

Arrangements and Orchestrations: David CampbellMusic Supervisor: Teese GohlMusic Direction: Kimberly GrigsbyMusic Coordination: Antoine SilvermanElectronic Music Design: Billy Jay Stein

Vocal Arrangements: David Campbell, Teese Gohl, Kimberly GrigsbyAdditional Arrangements: Rori Coleman, Dawn KennyCopyists: Steve Alper Copying Services, Bettie Ross Piano Vocal Score Coordination: Mark Baechle

Mastered by Andy Van Dette at Masterdisk

Music and lyrics by Bono and The Edge except “Boy Falls From The Sky”, Music by U2, Lyrics by Bono and The Edge

Published by Universal Music Publishing BV. Lyrics reproduced by kind permission of the publishers

Album Project Manager: Keryn KaplanAlbum Coordinator: Shan Lui

Photography by Jacob Cohl

Album Artwork Coordinator: Candida Bottaci, Anne TanakaAdditional artwork assistance by Brahma Jade Designed by Shaughn McGrath at AMP Visual.com

Special thanks to Larry Mullen, Adam Clayton, Paul McGuinness, Trevor Bowen, Principle Management Dublin and NY, Paul Kremen, Julie Taymor and Elliot Goldenthal, Glen Berger, Michael Cohl, Jeremiah J. Harris, Anne Tanaka, Gil Karson, David Toraya, Paul Wachter, Jason Iley, Jimmy Iovine, Catriona Garde, Jennifer McManus, Liz Devlin, all at Mercury and Interscope Records, and to the entire company, crew and producers of SPIDER-MAN TURN OFF THE DARK To the memory of Tony Adams

P & © 2011 Mercury Records Limited, under exclusive licence to Interscope Records in the US and Universal Music Group for the rest of the world. The copyright in this sound recording and artwork is owned by Mercury Records Limited and is under exclusive licence to Interscope Records in the US and Universal Music Group for the rest of the world. A Universal Music Company. All rights reserved. Unauthorised copying, reproduction, hiring, lending, public performance and broadcasting of the work prohibited. All images and designs are used with permission from 8 Legged Productions by arrangement with Marvel Entertainment, LLC