Upside Down

Broken

People Watching

Wrong Turn

Talk of the Town

Jungle Gym (featuring G. Love)

We're Going to be Friends

The Sharing Song

The 3 R's

Lullaby (featuring Matt Costa)

With My Own Two Hands (featuring Ben Harper)

Questions

Supposed to Be

Upside Down

Broken

People Watching

Wrong Turn

Talk of the Town

Jungle Gym

We're Going to be Friends

The Sharing Song

The 3 R's

Lullaby

With My Own Two Hands

Questions

Supposed to Be

brushfirerecords.comjackjohnsonmusic.comonepercentfortheplanet.orgBrushfire Records will donate a portion of the proceeds from this album to support environmental education in schools

Upside Down

Who’s to say what’s impossible? Well they forgot this world keeps spinning

And with each new dayI can feel a change in everything

I want to turn the whole thing upside downI’ll find the things they say just can’t be found I’ll share this love I find with everyone We’ll sing and dance to mother nature’s songsI don’t want this feeling to go away

Who’s to say I can’t do everything? Well I can try, and as I roll along I begin to find Things aren’t always just what they seem

I want to turn the whole thing upside downI’ll find the things they say just can’t be found I’ll share this love I find with everyone

We’ll sing and dance to mother nature’s songs

This world keeps spinning And there’s no time to waste

Well it all keeps spinning spinning Round and round and upside down

Who’s to say what’s impossible and can’t be found?I don’t want this feeling to go away

Please don’t go awayPlease don’t go away

Please don’t go away

Is this how it’s supposed to be?Is this how it’s supposed to be?

And as the surface breaks reflections fadeBut in some ways they remain the same

And as my mind begins to spread it’s wings There’s no stopping curiosity

BrokenWith everything ahead of us We left everything behindBut nothing that we needed At least not at this timeAnd now the feeling that I’m feeling Well it’s feeling like my life is finally mineWith nothing to go back to we just continue to drive

Without you I was brokenBut I’d rather be broke down with you by my side

I didn’t know what I was looking forSo I didn’t know what I’d findI didn’t know what I was missing I guess you’ve been just a little too kindAnd if I find just what I needI’ll put a little peace in my mindMaybe you’ve been looking too Or maybe you don’t even need to try

Without you I was brokenBut I’d rather be broke down with you by my side

With everything in the past Fading faster and faster until it was goneFound out I was losing so much more than I knew all alongBecause everything I’ve been working for Was only worth nickels and dimesBut if I had a minute for every hour that I’ve wasted I’d be rich in time, I’d be doing fine

Without you I was brokenBut I’d rather be broke down with you by my side

PeopleWatching

Well I’m just people watching The other people watching meAnd we’re all people watching The other people watching we

We’re as lonely as we wanted to beWe’re all as lonely as we wanted to be

Just as lonely as we wanted to beI’m just you, you’re just me

But it’s only true if we believe

Well there really ain’t no use in stoppingWhat nobody never told me not to do

So I’ll keep people watching, watching me nowFinding my way back to you

We’re as lonely as we wanted to beWe’re all as lonely as we wanted to be

I’m just as lonely as I wanted to beI’m just you, you’re just me

But it’s only true if we believeI see so many feet going so many ways

People passing by, they got nothing to sayAll on our own, just watching and confused

Nobody told me what to do I can’t stop breaking all the rules

And I’m just people watchingThe other people watching me

We’re all people watchingThe other people watching we

We’re as lonely as we wanted to beWe’re not so lonely as we wanted to be

I’m just as lonely as I wanted to beNot so lonely

Lonely, lonely, lonely

And I’ll wait here a while Just long enough to be sure That you didn’t make a wrong turn And I’ll wait long enough Maybe an hour or two Before I decide it wasn’t me, it was you It wasn’t me it was you

And I would like you to know Although it seems sad to sayThis was only the worst hour of my dayThe worst hour of my day

How long has it been on your mind?Do you think about it when we laugh?I think that it’s a big mistakeBecause I think that we could make it lastEven if it’s just for a while

And I’ll wait here for nowJust long enough to be sure That you really want to go through with thisBecause I don’t really want to go through with thisDo you really want to go through with this?

Wrong Turn

Talk of the TownI want to be where the talk of the town

Is about last night when the sun went downAnd the trees all dance

And the warm wind blows in that same old sound

And the water below gives a gift to the sky And the clouds give back every time they cry And make the grass grow green beneath my toes And if the sun comes out I’m going to paint a picture all about The colors I’ve been dreaming ofThe hours just don’t seem enough To put it all togetherAlways be as strange as it seems

Nobody ever told me not to try

And the trouble I find is that the trouble finds meIt’s a part of my mind it begins with a dream

And a feeling I get when I look and I see That this world is a puzzle, I’ll find all of the pieces

And put it all together, and then I’ll rearrange it I’ll follow it forever

Always be as strange as it seems

And the water below gives a gift to the sky And the clouds give back every time they cry

And make the grass grow green beneath my toes And if the sun comes out

I’ll paint a picture all about The colors I’ve been dreaming of

The hours just don’t seem enough To put it all together

Maybe it’s as strange as it seems

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We’re Going To Be FriendsFall is here, hear the yellBack to school, ring the bellBrand new shoes, walking bluesClimb the fence, books and pensI can tell that we are going to be friendsYes I can tell that we are going to be friends

Walk with me Suzy LeeThrough the park and by the treeWe can rest upon the groundAnd look at all the bugs we’ve foundSafely walk to school without a soundWe safely walk to school without a sound

Well here we are no one elseWe walk to school all by ourselvesThere’s dirt on our uniformsFrom chasing all the ants and wormsWe clean up and now it’s time to learnWe clean up and now it’s time to learn

Numbers letters learn to spellNouns and books and show and tellPlay time we will throw the ballThen back to class through the hallThe teacher marks our height against the wallThe teacher marks our height against the wall

And we don’t notice any time passBecause we don’t notice anythingAnd we sit side by side in every classThe teacher thinks that I sound funnyBut she likes it when you sing

Tonight I’ll dream in my bedWhile silly thoughts run through my headOf the bugs and alphabetAnd when I wake tomorrow I’ll betThat you and I will walk together again

Because I can tell that we are going to be friendsI can tell that we are going to be friends

It’s always more funTo share with everyoneIt’s always more funTo share with everyoneIf you have twoGive one to your friendIf you have threeGive one to your friend and me

It’s always more fun To share with everyone

It’s always more fun To share with everyone

If you’ve got oneHere is something you can learn

You can still shareJust by taking turns

If you’ve got a ballBounce it to the gang

If there is a new kidInvite him out to hang

If you’ve got one sandwichCut that thing in halfIf you know a secret jokeTell it and share a laughIf you’ve got two drumsticksGive one to your friendMake one beautiful rhythmShare a beat that never endsAnd if you’re feeling lonelyShare time with your momShare some milk and cookiesAnd sing the sharing song

It’s always more funTo share with everyoneIt’s always more funTo share with everyone

The Sharing Song

If you’re going to the market to buy some juiceYou’ve got to bring your own bags and you learn to reduce your waste

And if your brother or your sister’s got some cool clothesYou could try them on before you buy some more of thoseReuse, we’ve got to learn to reuse

And if the first two R’s don’t work outAnd if you’ve got to make some trash

Don’t throw it outRecycle, we’ve got to learn to recycle,

We’ve got to learn toReduce, Reuse, Recycle

Reduce, Reuse, RecycleReduce, Reuse, Recycle

Reduce, Reuse, Recycle

Because three it’s a magic numberYes it is, it’s a magic number

3, 3, 33, 6, 9, 12, 15, 18, 21, 24, 27, 30, 33, 3633, 30, 27, 24, 21, 18, 15, 12, 9, 6, and3, it’s a magic number

The 3 R’s Three it’s a magic number

Yes it is, it’s a magic numberBecause two times three is six

And three times six is eighteenAnd the eighteenth letter in the alphabet is R

We’ve got three R’s we’re going to talk about todayWe’ve got to learn toReduce, Reuse, RecycleReduce, Reuse, RecycleReduce, Reuse, RecycleReduce, Reuse, Recycle

When you’re so lonely lying in bedNight’s closed it’s eyes but you can’t rest your head

Everyone’s sleeping all through the houseYou wish you could dream but forgot to somehow

Sing this lullaby to yourselfSing this lullaby to yourself

And if you are waiting, waiting for meKnow I’ll be home soon darling I guarantee

I’ll be home Sunday just in one weekDry up your tears if you start to weep

And sing this lullaby to yourselfSing this lullaby to yourself

Lullaby, I’m not nearby Sing this lullaby to yourself

Don’t you cry, no don’t you crySing this lullaby to yourself

Cause when I arrive dear it won’t be that longNo it won’t seem like anytime that I’ve been gone

It ain’t the first time it won’t be the lastWon’t you remember these words to help the time pass?

So when you’re so lonely lying in bedNight’s closed it’s eyes but you can’t rest your head

Everyone’s sleeping all through the houseYou wish you could dream but forgot to somehow

Sing this lullaby to yourselfSing this lullaby to yourself

Sing this lullaby, sing this lullabySing this lullaby to yourself

Lullaby

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My

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Two

HandsI can change the world With my own two handsMake it a better placeWith my own two handsMake it a kinder placeWith my own two handsWith my ownWith my own two hands

I can make peace on earth With my own two handsI can clean up the earthWith my own two handsI can reach out to youWith my own two handsWith my ownWith my own two hands

I’m going to make it a brighter placeWith my own two handsI’m going to make it a safer placeWith my own two handsI’m going to help the human raceWith my own two handsWith my ownWith my own two hands

I can hold youWith my own two handsI can comfort youWith my own two handsBut you’ve got to useUse your own two handsUse your ownUse your own two handsWith our ownWith our own two handsWith my ownWith my own two hands

Questions, I’ve got some questionsI want to know you

But what if I could ask you only one thingOnly this one time, what would you tell me?Well maybe you could give me a suggestion

So I could know you, what would you tell me?Maybe you could tell me what to ask you

Because then I’d know you, what would you tell me Please tell me that there’s time

To make this work for all intents and purposes And what are your intentions, will you try?

Impressions, you’ve made impressionsThey’re going nowhereThey’re just going to wait here if you let themPlease don’t let themI want to know youAnd if they’re going to haunt me Please collect themPlease just collect them And now I’m beggingI’m begging you to ask me just one questionOne simple questionBecause then you’d know meI’ll tell you that there’s time

To make this work for all intents and purposesAt least for my ownWhat is a heart worth if it’s just left all alone?Leave it long enough and watch it turn into stoneWhy must we always be untrue?

Questions

Supposed to BeMaybe it’s up with the starsMaybe it’s under the seaMaybe it’s not very farMaybe this is how it’s supposed to beThis is how it’s supposed to be

Maybe it’s trapped in a jarSomething we’ve already seenMaybe it’s nowhere at allMaybe this is how it’s supposed to beThis is how it’s supposed to be

Looking forward as we rewindLooking back is a trap sometimesBeing here is so easy to doIf you want to

Jack Johnson – Vocals, Guitar, UkuleleAdam Topol - Drums

Merlo Podlewski - BassZach Gill - Vocals, Piano

And FriendsBen Harper, G. Love, Matt Costa and Kawika Kahiapo

Back Up Vocals on The Sharing Song and The 3 R’s

Baillie, Kayla, Jaclyn, Torin, John, Noa,

Kona, Moe, Thatcher, Brooke, Tahnei

Produced by Robert Carranza and Jack Johnson

Mixed and Engineered by Robert Carranza

Mastered by Bernie Grundman

Recorded at The Mango Tree, Hawaii November 2005

All Songs Written by Jack Johnson

Wrong Turn, Questions, Supposed To Be

Published by Bubble Toes Publishing/Universal Music Corp (ASCAP).

Upside Down, Broken, People Watching, Talk of the Town

Published by Bubble Toes Publishing/Universal Music Pictures (ASCAP)

� 2005 Universal Studios

Except:

Jungle Gym - Written by Garrett Dutton (Chicken Platters Music, BMI)

G. Love Vocals, Guitar and Harmonica Recorded by James Prescott

We’re Going To Be Friends - Written by Jack White III

(Peppermint Stripe Music, BMI/EMI Publishing)

The Sharing Song - Written and Sung by Zach Gill and Adam Topol

(Zach Gill Music, ASCAP) (Adam Topol Music, BMI)

Lullaby - Written by Matt Costa, (Thirsta, ASCAP)

The 3 R's- Written by Jack Johnson

(Bubble Toes Publishing/Universal Music Corp ASCAP)

Adapted from {the composition} "Three is a Magic Number"

Music Written by B. Dorough

© 2004 American Broadcasting Music, Inc.

Revised Lyrics Written by Jack Johnson

With My Own Two Hands - Written by Ben Harper

(Innocent Criminal, ASCAP)

Ben Harper Guitar and Vocals Recorded and Mixed by Danny Kalb

Assistant Engineer Mike Laza

Ben Harper appears courtesy of Virgin Records

� 2005 Brushfire Records

Kawika Kahiapo plays guitar on Talk of the Town

Upside Down (iTunes Exclusive Track) - Remashed by Money Mark

Cover, Booklet Cover and The 3 R's Artwork by Anthony DeRosa

Additional sketches and drawings from the movie Curious George

Motion Picture Artwork and Artwork Title

Curious George ©&(TM) Houghton Mifflin Company

Film Music Supervisor - Kathy Nelson

Soundtrack Supervisor - Emmett Malloy

Art Direction and Design by Dave Lively and Jeff Motch

Brushfire Records Crew - Kim Johnson, Emmett Malloy,

Janella Fox, Josh Nicotra, Hilary Malloy

Thanks to my family and friends, Universal Pictures, Imagine Entertainment,

Universal Music and to everyone else who helped make this record possible.

Aloha, Jack

Motion Picture Artwork and Artwork Title � 2005 Universal Studios. Curious George � & (tm) Houghton Mifflin Company.

� & � 2005 Universal Records, a Division of UMG Recordings, Inc., 1755 Broadway, New York, NY 10019. Distributed by Universal Music

All rights reserved. FBI Anti-Piracy Warning: Unauthorized copying is punishable under federal law. B0006116-02