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1 LUCKY STAR 5:302 BORDERLINE 5:183 BURNING UP 3:41

4 I KNOW IT 3:455 HOLIDAY* 6:08

6 THINK OF ME 4:537 PHYSICAL ATTRACTION 6:35

8 EVERYBODY** 4:57

PRODUCED BY REGGIE LUCAS FOR KALISA INC.ENGINEERED BY JIM DOUGHERTY

RECORDED AT SIGMA SOUND STUDIOS, N.Y.C.*PRODUCED BY JOHN JELLYBEAN BENITEZ FOR JELLYBEAN PRODUCTIIONS INC.

*ARRANGED BY CURTIS HUDSON AND CO-ARRANGED BY FRED ZARR*RECORDING ENGINEER: MICHAEL HUTCHINSON

*MIXING ENGINEER: JAY MARK**PRODUCED BY MARK KAMINS AND ENGINEERED BY BUTCH JONES

LUCKY STAR, BURNING UP, PHYSICAL ATTRACTION REMIXED BY JOHN JELLYBEAN BENITEZ;REMIX ENGINEER: JAY MARK

CDD PRE-MASTERING BY WCI RECORD GROUP

MUSICIANS:SYNTHESIZERS--DEAN GANT, FRED ZARR, ED WALSH

ELECTRIC AND ACOUSTIC PIANO--DEAN GANT, FRED ZARRGUITARS--REGGIE LUCAS, IRA SIEGAL

ELECTRIC BASS (BORDERLINE)--ANTHONY JACKSONLINN DRUM PROGRAMMING--REGGIE LUCAS, LESLIE MING

TENOR SAXOPHONE--BOBBY MALACHBACKGROUND VOCALS--GWEN GUTHRIE, NORMA JEAN

WRIGHT, MADONNA, BRENDA WHITE, CHRISSY FAITH

HOLIDAY MUSICIANS:DRUMS. MOOG BASS, OB-X SYNTHESIZER, FENDER RHODES, ACOUSTIC PIANO--FRED ZARR

GUITARS--CURTIS HUDSONBASS--RAYMOND HUDSON

PERCUSSION--BASHIRI JOHNSONCOWBELLE--MADONNA

BACKGROUND VOCALS--MADONNA, TINA B, NORMA JEAN WRIGHTLUCKY STAR, BURNING UP: GUITAR--PAUL PESCO

ART DIRECTOR: CARIN GOLDBERGPHOTOGRAPHY--GARY HEERY

SPECIAL THANKS TO:JAZZY MARK KAMINS, BOBBY SHAW, MICHAEL ROSENBLATT, ROB PRINZ,

ANDRE PERRY, LIZ ROSENBERG, JOHN JELLYBEAN BENITEZ, RICA, BAGS,DAVID, MY DARLING MARTIN, MARIPOL.

RAYMOND & CURTIS HUDSON APPEAR COURTESY OF PRISM RECORDSGWEN GUTHRIE APPEARS COURTESY OF ISLAND RECORDS INC,

THIS ALBUM IS DEDICATED TO MY FATHER

MANAGEMENT: WEISNER-DeMANN ENTERTAINMENT

Stop driving me away, I just wanna stay, but theres something I just got to sayJust try to understand, Ive given all I can, cause you got the best of me

B U R N I N G U PDont put me off cause Im on fireAnd I cant quench my desireDont you know that Im burning up for your loveYoure not convinced that that is enoughI put myself in this positionAnd I deserve the impositionBut you dont even know Im aliveAnd this pounding in my heart Just wont die...Im burning up

Chorus:Im burning up, burning up for your loveFor your love...

Youre always closing your doorWell that only makes me want you moreAnd day and night I cry for your loveYoure not convinced that that is enoughTo justify my wanting youNow tell me what you want me to doIm not blind and I knowThat you want to want me but you cant let goCome on let go...

Chorus:Im burning up, burning up for your loveFor your love...Do you wanna see me down on my kneesOr bending over backwards now would you be pleasedUnlike the others Id do anythingIm not the same, I have no shameIm on fire

Chorus:Im burning up, burning up for your loveFor your love...

I K N O W I TI dont know why I thought that I could make you happyThese tears I cry for you are so hopeless, yeahI dont know why I thought that we were going somewhereBut you grabbed your coat and you were out the doorAnd now I know you dont care

Chorus:I know youre gonna take your love and runI know you think Im the foolish oneI know youre gonna turn around and say Goodbye

SIDE ONE

L U C K Y S T A RYou must be my Lucky StarCause you shine on me wherever you areI just think of you and I start to glowAnd I need your lightAnd baby you know

Chorus:Starlight, starbright first star I see tonightStarlight, starbright make everything all rightStarlight, starbright first star I see tonightStarlight, starbright make everything all right

You must be my Lucky StarCause you make the darkness seem so farAnd when Im lost youll be my guideI just turn around and youre by my side

Chorus:Starlight, starbright first star I see tonightStarlight, starbright make everything all rightStarlight, starbright first star I see tonightStarlight, starbright make everything all right

Come on shine your heavenly body tonightCause I know youre gonna make Everything all rightYou may be my lucky starBut Im the luckiest by far

Starlight, starbright first star I see tonightStarlight, starbright make everything all right...

B O R D E R L I N ESomething in the way you love me wont let me beI dont want to be your prisoner So baby wont you set me freeStop playing with my heartFinish what you startWhen you make my love come downIf you want me let me knowBaby let it showHoney dont you fool around

Just try to understand, Ive given all I can,Cause you got the best of meBorderline feels like Im going to lose my mindYou just keep on pushing my love over the borderlineBorderline feels like Im going to lose my mindYou just keep on pushing my love over the borderline

Keep on pushing me babyDont you know you drive me crazyYou just keep on pushing my love over the borderlineSomething in your eyes is makin such a fool of meWhen you hold me in your arms you love me till I just cant seeThen you let me down, when I look around, baby you just cant be found

I used to think you were my pretty angel comin downWell now youve just proven me wrongWhat about the letters we have writtenAll the things weve said and doneIll just stand here while you count the battles You have won

Chorus:I know youre gonna take your love and runI know you think Im the foolish oneI know youre gonna turn around and say Goodbye

But Im not gonna cry for youCause thats what you want me to doNo Im not gonna cry for you anymore

Chorus

Take your love and run from meIs this the way loves supposed to beYou dont think that I can seeBut you cant fool me

But Im not gonna cry for youCause thats what you want me to doNo Im not gonna cry for you anymore

Chorus

Chorus:Think of meI know you want to babyThink of meI wont be long before youThink of meCause Ill be goneAnd then youllThink of me

Tell me what I did to you to make youTreat me so badlyIf you wanna see me anymoreIf you dont wanna see me walking out the door you better

Chorus

Stop wastin all my timeYou know it could have been so fineHey boy Im waitin on a signDont you know theres someone elseStop thinking of yourself

Chorus

P H Y S I C A LA T T R A C T I O NYou say that you need my loveAnd youre wantin my body, I dont mindBaby all Ive got is timeAnd Im waiting to make you mine

You say you wanna stay the nightBut youll leave me tomorrow, I dont careAll of your moves are rightWe can take it anywhere, this

Chorus:Physical attractionIts a chemical reactionPhysical attractionChemical reaction

Trying hard to get awayBut I cant seem to fight the way I feelEven though youre not for realYour touch is driving meCrazy and when you smileIts just makin me want you more and moreBaby wont you stay a whileIt could be such a fantasy

Chorus

Maybe we were meant to be togetherEven though we never met beforeWe got to move before the sun is risingAnd youll be walking slowly out the door

You say that you need my loveAnd youre wantin my body, I dont mind

SIDE TWO

H O L I D A Y *Holiday CelebrateHoliday Celebrate

Chorus:If we took a holiday, yeahTook some time to celebrateJust one day out of lifeIt would beIt would be so nice

Everybody spread the wordWere gonna have a celebrationAll across the worldIn every nationIts time for the good timesForget about the bad timesOne day to come togetherTo release the pressureWe need a holiday

Chorus:

You can turn this world aroundAnd bring back all of those happy daysPut your trouble downIts time to celebrateLet love shineAnd we will find A way to come togetherAnd make things betterWe need a holiday

Chorus:

Holiday CelebrateHoliday Celebrate

T H I N K O F M EIm getting tired of waitin aroundI feel like Im always trackin you downI dont wanna point my finger at youBut theres something youre for

Chorus:Think of meI know you want to babyThink of meI wont be long before youThink of meCause Ill be goneAnd then youllThink of me

You walk in and you see me cryinYou apologize say you lost track of timeIm not gonna cry anymoreYoure gonna lose me too if you dontKnow whats good for you, you better

Baby all Ive got is timeAnd Im waiting to make you mine

You say you wanna stay the nightBut youll leave me tomorrow, I dont careAll of your moves are rightWe can take it anywhere

Chorus

E V E R Y B O D Y * *I know youve been waiting Yeah, Ive been watching youYeah, I know you wanna get upYeah, come on

Chorus:Everybody come on dance and singEverybody get up and do your thing

Let the music take controlFind a groove and let yourself goWhen the room begins to swayYou know what Im trying to say...Come on take a chanceGet up and start the danceLet the D.J. shake youLet the music take you

Chorus:Everybody come on dance and singEverybody get up and do your thing

Let your body take a rideFeel the beat and step insideMusic makes the world go roundYou can turn your troubles upside down...Gonna have to change your mindGonna leave your troubles behindYour body gets the notionWhen your feet can make the motion

Chorus

Dance and sing, get up and do your thing Dance and sing, get up and do your thing

ChorusEverybody come on, everybody you can do your thing

All songs written by Madonna 1982 Bleu Disque Music Co., Inc./Webo Girl ASCAP. All rights for the world on behalf of Bleu Disque Music administered by WB Music Corp. except Borderline and Physical Attraction written by Reggie Lucas 1983 Likasa Music BMI and Holiday written by Curtis Hudson and Lisa Stevens. 1983 House of Fun Music/Pure Energy Pub. Con. Inc. All rights reserved. Used by permission.

1 LUCKY STAR2 BORDERLINE 3 BURNING UP4 I KNOW IT 5 HOLIDAY*6 THINK OF ME7 PHYSICAL ATTRACTION8 EVERYBODY**

PRODUCED BY REGGIE LUCASFOR KALISA INC.PRODUCED BY JOHN JEALLYBEAN BENITEZFOR JELLYBEAN PRODUCTIONS INCPRODUCED BY MARK KAMINS

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Sire Records Company , 3 East 54th Street, New York, New York 10022. Marketed by Warner Bross. Records Inc.,a Warner Communications Company 1983 Sire Records Company 1982, 1983 Sire Records Company. All Rights Reserved.

Unauthorized duplication is a violation of applicable laws.