Late Registration



Late Registration is the 2005 second studio album by American hip hop producer and rapper Kanye West. It was recorded over the course of a year in sessions held across studios in New York City and Hollywood, with West collaborating with American record producer and composer Jon Brion. The album features guest contributions from Adam Levine, Lupe Fiasco, Jamie Foxx, Common, Jay-Z, Brandy, and Nas, among others. Its production was notably more lush and elaborate than West's 2004 debut album The College Dropout, as he utilized intricate sampling methods and string orchestration with Brion. West's lyrics explore both personal and political themes, including poverty, drug trafficking, racism, healthcare, and the blood diamond trade.

Late Registration was released by Roc-A-Fella Records and Def Jam Recordings on August 30, 2005, to widespread critical acclaim. It earned West the 2006 Grammy Award for Best Rap Album and an Album of the Year nomination, while appearing at the top of several publications' year-end lists ranking the year's top albums. Rolling Stone named it the best album of 2005, and later included it at number 118 on its 2012 list of the 500 Greatest Albums of All Time.

Late Registration debuted at number one on the Billboard 200 chart, selling 860,000 copies in its first week. The album has thus far sold over 3.1 million copies in the United States and has been certified triple platinum by the Recording Industry Association of America. It produced five singles, including the international hits "Touch the Sky", "Heard 'Em Say" and "Gold Digger", the latter of which topped the Billboard Hot 100. Music videos for all five singles were produced, and West also supported the album with a promotional concert tour, and the live album Late Orchestration.

Background
Late Registration is the second of Kanye West's planned four education-themed studio albums. Following the major success of The College Dropout, the album reveals his progression in writing lyrics and an incorporation of a wider range of musical styles. At the time, the focal point of West's production style was the use of sped-up vocal samples from soul records. However, due in part to the acclaim of The College Dropout, such sampling had been much copied by others; with that overuse, and also because West felt he had become too dependent on the technique, he decided to find a new sound.

A longtime fan of the English trip hop group Portishead, West had been significantly influenced by Roseland NYC Live, the band's 1998 live album with the New York Philharmonic Orchestra. Early in his career, the live album had inspired him to incorporate string arrangements into his hip hop production. Though West had not been able to afford many live instruments around the time of his debut album, the money from his commercial success enabled him to hire a string orchestra for his second album. West juxtaposed the lush, intricate melodies of the string section with the hard, pounding drum rhythms of hip-hop, and used the sound for the foundation of his rapping.

West collaborated with American film score composer Jon Brion, who served as the album's co-executive producer for several tracks. West had been exposed to Brion's work while watching the film Eternal Sunshine of the Spotless Mind, for which Brion had composed music. West was also listening to songs Brion had produced for When the Pawn..., the second studio album of alternative singer-songwriter Fiona Apple, another one of West's favorite musicians and sources of musical inspiration for the album. Although Brion had no prior experience in creating hip-hop records, he and West found that they could productively work together after their first afternoon in the studio where they discovered that neither confined his musical knowledge and vision to one specific genre. When questioned if his presence made Late Registration any less hip-hop, Brion replied, "There are colors and ideas that make [the album] different from average hip-hop, but Kanye is already different from the average hip-hop guy. He's got this sense of pop record-making which is really solid, and he likes tracks with a lot of things going on in them — which is not necessarily common for hip-hop. He was already barking up that tree. This is definitely not just a hip-hop album. But it is also by no means overtly arty, or non-hip-hop. I don't think it's a weird record by any means."

Recording


West took over a year and invested two million dollars towards the construction of Late Registration. The majority of the recording sessions for the album took place at Sony Music Studios in New York City and at The Record Plant in Hollywood, California; other sessions took place at Chalice Recording Studios and Grandmaster Recording Studios in Hollywood. He began working in the studio after he finished touring with Usher on the R&B singer's The Truth Tour. By November 2004, West had completed nearly seventy-five percent of the album. However he felt unsatisfied with its outcome and in March of the following year, he brought in Jon Brion, which drastically altered the project's direction.

The album's recording sessions between West and Brion were largely exploratory, with the two experimenting with a broad spectrum of sounds. West would construct a song's basic structure, bringing in samples, drum beat programming and occasionally unfinished rap verses. After brainstorming over the musical direction the album could go, he would then select from a variety of unique instruments that Brion provided (and played) and attempt to incorporate their distinctive sound into the song's texture. West envisioned the album as like the creation of a film: visualizing the songs as scenes, outlining each in such a way that they efficiently conveyed their respective social or introspective context, and ensuring that all synchronized within the fabric of the complete set. This sentiment was shared by Jon Brion who said, "He thinks in frequency ranges. I can recognize when someone sees music architecturally, which is how I work. I see it as a spatial thing: left to right, front to back, up and down. It's animated and it's moving in real time. Kanye has that. He tries things out until it fits, until it sits where it is supposed to sit and everything has the correct emotional function. He has real instincts like any great record-maker."

Late Registration has a diverse number of collaborations for its individual tracks. West chose his guest artists based on the effect each of their voices had on him when he heard them, citing the serene vocals of Adam Levine, the trademark sound of Brandy, and the lyricism of Lupe Fiasco and Paul Wall as primary examples. Adam Levine, lead vocalist of pop rock band Maroon 5 is featured on the album's opening track, "Heard 'Em Say." The two had previously collaborated when Maroon 5 commissioned West to produce a remix for "This Love" and later developed a friendship while sitting together on a flight to Rome for the 2004 MTV Europe Music Awards. While playing songs from his second album on his iPod for him during the flight, West came across the demo for "Heard 'Em Say" to which Levine added a R&B hook he had recently written and thought was perfect for it. The track was recorded quickly after the 2005 Grammy Awards ceremony, as Levine only had a couple of free hours available for time in the studio, and Brion was able to translate the two compositions in a matter of hours.

West originally produced and recorded "Gold Digger" in Ludacris's home in Atlanta, Georgia for Shawnna's 2004 debut album Worth Tha Weight and had written the chorus from a female first-person viewpoint. However, Shawnna passed on the song. West rewrote the two verses from a male's point-of-view for himself; about a year later, just before "Gold Digger" was set to be released, adding a third verse, recording and mastering it at Sony Music Studios in New York in a week. After he went with friend John Mayer to see Foxx's portrayal of Ray Charles in the 2004 film Ray, West decided to have Foxx sing an interpolation of Charles' song "I Got a Woman" in place of the original sample. Once the track was in place, it was layered with additional instruments provided by Brion and individually selected by West.

Houston-based rapper Paul Wall appears alongside West and his G.O.O.D. Music label-mate GLC on "Drive Slow", which was recorded in Los Angeles after the two had met while posing for a photo shoot in an August issue of King magazine in a spread titled "Coming Kings". West had originally wanted Sri Lankan rapper M.I.A. to appear on the track, but she opted out of the appearance due to a busy schedule. "My Way Home" is performed by West's close friend and G.O.O.D. Music associate Common, whose sixth studio album Be was being produced and recorded by West simultaneously with Late Registration. Certain tracks West originally crafted for Be that Common passed on subsequently ended up on his second album.

While the original version of "Diamonds from Sierra Leone" featured West as the sole performer, he decided to record a remix to the song which included guest verse provided by Jay-Z—who had come out of retirement from rapping—after learning of the civil war in Sierra Leone financed by conflict diamonds. Both the original and remix versions of "Diamond from Sierra Leone" appear on the album, with the former included as a bonus track. The song contains live drums played by Michel Gondry, the director of Eternal Sunshine and later the first music video for "Heard 'Em Say", who had visited the studio on a day Brion set up a drum kit. According to Jay-Z, West mixed "Diamonds from Sierra Leone" about fourteen times before he felt comfortable to release it as the album's lead single. The recording also experienced delay when West and Brion were required to wait two weeks to rent the harpsichord that they used for percussion on the song.

West recorded a verse by rap artist Nas—one of his idol rappers—for the track "We Major" without informing Jay-Z, who at the time was engaged in a feud with Nas. G.O.O.D, music label-mate Really Doe also appears on the track, delivering its elongated chorus. West later revealed that part of the reason he created the song was to dismantle the feud between the MCs, which they did later that year. "Hey Mama", dedicated to his mother Donda West, was first recorded by West as early as 2000. Brion ran into some obstruction while conducting a twenty-piece orchestra for "Celebration", as its musicians found themselves giggling at West's humorous lyrics which hampered their playing. On "Roses," West and Brion had some minor discord; Brion initially layered it with keyboard arrangements, only for West to remove his keys along with the beat and completely reconfigure the entire song in such a way that its verses are built around the rhythm formed by his vocals and Brion's arrangements arrive during the choruses. Brion later lightheartedly compared the indecision surrounding the construction of the track to that of Prince's famous last-minute removal of the bass line from "When Doves Cry." According to Patti Labelle, she contributed vocals to "Roses". "I was in his studio one night, and [West] and his mother both asked if I'd just sing something on this song", Labelle recalled. "I didn't get a credit on the album because the liner notes had already been printed up."

Music and production
On Late Registration, West drew inspiration from English trip hop band Portishead and collaborated with film score composer Jon Brion. The album's music blends West's primary soulful hip hop production with Brion's elaborate chamber pop orchestration, and experimentally delves into a wide array of different genres, including jazz, blues, rock, R&B, spoken word, funk, turntablism, western classical, and psychedelic soul. With the presence of Brion, who conducts a twenty-piece orchestra and plays instruments individually selected by West, the album is largely orchestral in nature, brandishing a euphony of string arrangements, piano chords, brass flecks, and horn riffs among other symphonic instrumentation. They also incorporated a myriad of foreign and vintage instruments not typical in popular music, let alone hip hop, such as a celesta, harpsichord, Chamberlin, CS-80 analog synthesizer, Chinese bells and berimbau, vibraphones, and marimba.

For Late Registration, Serena Kim of Vibe magazine took note of how West uses unconventional styles and sudden musical shifts in song structures, drawing comparisons to The Beatles during their experimental era. Rolling Stone described Late Registration as West claiming "the whole world of music as hip-hop turf" chronicling the album as "his mad quest to explode every cliché about hip-hop identity." Kim concurred with this sentiment, stating, "West ambitiously attempts to depart from the street sensibilities of Dropout by giving Late Registration a shiny, quasi-alt-pop finish."

The album's opening track "Heard 'Em Say" exhibits a cascading piano melody provided by excerpts of "Someone That I Used To Love" as performed by Natalie Cole embellished over tumbling beats and warped bass as well as acoustic guitar. The song's intricately composed outro, which adopts new sonic elements such as synthesizer and foreign bells, exemplifies the musical complexity of the album as a whole. "Touch the Sky" stands as the sole song on the entire album not to feature production by West. The song was produced by fellow Roc-a-Fella producer Just Blaze, who uses a slowed-down sample of Curtis Mayfield's "Move on Up" filled with jubilant Latin horn blares and dynamic drum patterns. "Gold Digger" contains an interpolation of "I Got a Woman" by Ray Charles and a bouncy beat formed from handclaps as well as scratches by West's touring DJ A-Trak. Towards the end, the song employs vintage 1970s synthesizers which emit a honking sound in cadence to Kanye's voice. West's production approach comes full circle within "Drive Slow", a song that samples Hank Crawford's recording of "Wildflower" and distinctively retains a sluggish but smooth alto jazz-infused drum loop, antithetical to his once essential sped-up soul style.

The interlude "My Way Home" contains a sample of "Home is Where the Hatred Is" by Gil Scott-Heron. This facet is accentuated by Common's performance, which pays homage to the poet by the delivering its single verse in a distinctive proto-rap manner reminiscent of Scott-Heron's influential vocal style. "Crack Music" is sparsely built on incessant snare drum hits and clipped horn blares. The track sees an ephemeral return of West's old production attributes, as it possesses a syncopated martial beat, gospel choir symphony, and a spoken word passage within its coda. The poetic "Roses" is partially a cappella in structure, displaying verses rapped over sparse keyboards and a slowed rhythm with the music arriving at the chorus, which features additional vocals, trumpet riffs, electric guitar phrasings, and finally a vocal and piano sample from Bill Withers' "Rosie". "Bring Me Down" carries a bombast dramatic air, as it holds more orchestration than any other track on Late Registration. Additionally, it features an overdubbing of Brandy's vocals to create a chorus effect, a recording technique in which her lone voice produces the illusion of a choir singing harmonies during the choruses. The up-tempo arrangement of "Addiction" contains ambient, rhythmic guitar licks, congas, filtered hi-hats and a sampled line from "My Funny Valentine" as performed by Etta James. All the while, West's overdubbed vocals reverbs in and out of the track. For "Diamonds from Sierra Leone", West used a music sample of the theme song for the 1971 James Bond film, Diamonds Are Forever as performed by Shirley Bassey and layered it with live drums, piano keys, harpsichord arpeggios, and string arrangements that all build in intensity with his voice.

Late Registration's longest track, the seven minute-long "We Major", implements exuberant, amplified backing vocals and a "splashy disco groove" embellished by horn blares, droning bassline, and electric piano glissandos. The melody of "Hey Mama" is laced with a folksy looped "La-la-la" vocal sample from "Today Won't Come Again" by Donal Leace while its beat is produced by a tin drum. Additionally, it contains vocoder-processed background vocals, a xylophone solo and a cascading synth outro. Opening with an electronic twinkling sound, "Celebration" contains samples of "Heavenly Dream" by The KayGees. A columnist for The Guardian described it as evoking "the lavish 1970s psychedelic soul of Rotary Connection." Some of the most elaborate orchestral arrangement expressed on the entire album is contained within its closing track "Gone." The composition begins with a vocal sample of "It's Too Late" by Otis Redding and a two-chord piano ostinato, followed by a simplistic funk beat. As the song progresses, its structure gradually morphs and develops more and more musicality. Overtime, the composition assumes ten violins, four violas and four cellos in the midst of verses, all of which initially come in brief staccato bursts that simply punctuate the rhythm but eventually expand and consolidate into a fully formed string section by the arrival of the harmonic choruses. After its third verse, the song enters an instrumental passage before returning with a fourth verse from West, where the rise and fall of his voice is intricately emulated by the fluctuation of the string orchestra.

Lyrics and themes
According to Josh Tyrangiel of Time magazine, Late Registration serves as an exhibition of "the stealthy power of West's storytelling." West stated that his goal for the album was to touch on topics that people from all walks of life could find relatable, while remaining true to himself: "[I wanted to have] raps that were just as ill as Jadakiss and just as understandable as Will Smith." The opening track "Heard 'Em Say" is a "mournfully contemplative" song that "talks about being honest with yourself in a world that is not." The song is written from the perspective of an afflicted, impoverished American quietly lamenting the fallacies of society and questioning the ways of the world around him. West delivers a tongue-in-cheek lyrical narrative within "Gold Digger" in which he critically depicts the disastrous life of a man married to a woman who manipulates him for financial gain. However, another story arises within the third verse, which illustrates a once destitute black male who earns a fortune and decides to leave a loyal, unselfish girlfriend for a white woman.

"Crack Music" continues the avenue of socio-political commentary initiated within "Heard 'Em Say." However, two songs express polar opposite tones; where "Heard 'Em Say" was self-effacing and passive-aggressive, "Crack Music" is audacious and straightforward. In the song, West dually discusses the spread and devastating impact of crack cocaine in black communities and champions the sovereignty of music pioneered by black musicians, metaphorically equating their contrarily addictive power and influence on American society. On the sentimental "Roses", Kanye gives a firsthand account of the hospitalization of his ailing grandmother within a melancholic poem to produce a critique of the healthcare system.

The original version of "Diamonds from Sierra Leone" is largely free-associative and is filled with a litany of lyrical punchlines which serve to loosely chronicle his past experiences being a part of the Roc-A-Fella family, from touring with Jay-Z on his Blueprint Lounge Tour to the label's subsequent fall out and revival. However, West uses the remix to "Diamonds from Sierra Leone" to directly address the issue of "blood diamonds" that people unknowingly wear every day are used to fund horrific civil wars in West Africa. Lyrically, the extensive, uplifting "We Major" is a spiritual exhultation of generational and personal success. "Hey Mama" is West's dedication to his mother, Donda West. In the ballad, West recounts past hardships he and his mother suffered through together and expresses his love and devotion for her and appreciation for her tireless support, even when he was going directly against her expectations for him.

In addition, the album includes a series of humorous skits that involve West joining a fictional black fraternity, "Broke Phi Broke," whose members pride themselves in living a life without money or worldly possessions, despite the glaring disadvantages such a lifestyle brings. His character is eventually expelled from the fraternity after their leader discovers that not only has West been making beats for cash on the side but has also been breaking some of its rules, such as eating meals everyday, buying new clothes, and taking showers. According to music writer Mickey Hess, the skits serve to encapsulate, "a contradiction at the core of contemporary American life: the need to belong, to fit in, with your fellow humans versus the Darwinistic mad grab at material things, success in the latter being the very definition of success in our culture."

Release and promotion
West presented music audiences with the first taste of Late Registration on April 20, 2005 while appearing on New York radio station Hot 97, where he played his lead single "Diamonds from Sierra Leone." The album was originally set to be released on July 12, 2005, but was shifted to August 16 by Roc-A-Fella/Def Jam. It was pushed back once more to August 30 by West himself as he needed more time to complete the album. Late Registration was anticipated to become the biggest-selling record of the year and over 1.6 million copies were distributed to stores in preparation of its first week of release. On the iTunes Store, the album became one of the most pre-ordered titles in the online digital media store's history. West filmed a live album featuring tracks from Late Registration and College Dropout, titled Late Orchestration which was released April 2006.

A television advertisement for Late Registration was directed and animated by Maggie Rogers, Abby Johnson and Paul Tuersley of Mr & Mrs Smith Design Ltd. It featured a gigantic version of West's teddy bear mascot Dropout Bear roaming through the streets of London. The advert received an award from British music magazine Music Week for Best Music TV Commercial. On the day of the album's release, West made an in-store appearance at New York's Lincoln Center Tower Records to autograph copies for fans. That same day, Late Registration was released in its entirety for online streaming on AOL Music.

The art direction and music packaging for Late Registration was done by Brooklyn graphic design studio Morning Breath, Inc. Similar to its predecessor, the album artwork of the second album carries an educational motif. Where The College Dropout was designed in a manner reminiscent of a high school yearbook, the images contained within the liner notes of Late Registration were taken at Princeton University. West's vision for the style of the pictures was inspired by the works of American satirical painter John Currin, one of his favorite artists. The liner notes also contain a banner that reads Tardus Subcriptio, which is Latin for Late Registration. The album artwork centers around "Dropout Bear", West's anthropomorphic teddy bear mascot, who is dressed in a collegian outfit. Entering Princeton on the front cover, Dropout wanders its hallways, sits in empty lecture halls, and reads multiple library books before departing from the institution the same way he came in on the back cover.

In its first week of release, Late Registration debuted at number one on the Billboard 200 and sold 860,000 copies in the United States. This was nearly double that of The College Dropout's first-week sales. It also debuted at number one on the charts in Canada. In the United Kingdom, the album debuted and peaked at number two on the UK Albums Chart for the issue date of September 5. On the Billboard 200, Late Registration remained at number one for two consecutive weeks and, by its second week, had reached sales of 1.14 million copies. By June 2013, it had sold 3.1 million copies in the US.

Critical reception
Late Registration received widespread acclaim from critics. At Metacritic, which assigns a normalized rating out of 100 to reviews from mainstream publications, the album received an average score of 85, based on 31 reviews. Writing for Rolling Stone, Rob Sheffield deemed the record "an undeniable triumph, packed front to back, so expansive it makes the debut sound like a rough draft", while calling West "a real MC". Uncut magazine's Simon Reynolds found most of the songs brilliant and highlighted by what he called an unparalleled use of vocal samples by West, while Josh Tyrangiel from Time said the sampling and string arrangements on "Gone" may persuade listeners to believe West's own hype. In The Guardian, Alexis Petridis praised West's topicality and subversive studio production, writing that "Late Registration suggests an artist effortlessly outstripping his peers: more ideas, better lyrics, bigger hooks, greater depth." The Observer viewed the album as a significant milestone in hip hop while calling West "the Brian Wilson of hip-hop" because he "plays up the struggle between conscience and covetousness, the pop mainstream and what can be achieved within the notional boundaries of hip hop". Robert Hilburn of the Los Angeles Times compared West's dignified execution of pop crossover to that of The Beatles, Johnny Cash, and Bob Marley. Sean Fennessey from Pitchfork felt West avoided the sophomore slump with an "expansive, imperfect masterpiece" that drew on his enthusiastic, ambitious, and scattered personality. Christgau, writing in The Village Voice, praised the album's "exquisite details", both lyrical and musical, and concluded that West is "as good as he thinks he is ... He wants everybody to buy this record. So do I"; he would later assign it an "A+" grade.

In a less enthusiastic review for The New York Times, Jon Pareles believed West's elevated status undermines the underdog quality that accentuated his debut album: "for much of Late Registration, the striver has turned into a hip-hop V.I.P., and a cool arrogance has crept into the songs". Spin magazine's Jon Caramanica viewed that the augmented versatility and eccentricity of West's flow still "pales in comparison to his sonic ambition". Hattie Collins of NME was highly impressed by the beats in the music, which she called "pure cranium-crushing boom bap at its best", but lamented the lack of "rubbish lyrics" and clumsy charm that distinguished West's debut album. Nathan Rabin wrote in The A.V. Club that it is as ambitious but "less successful" than The College Dropout because of melodramatic lyrics and "symphonics" without a "strong narrative" to hold the songs together.

Accolades
Late Registration topped numerous music critic polls and was called the best album of the year by numerous publications, including USA Today, Spin, and Time. Rolling Stone awarded the second effort the highest position on their year-end top albums list and hailed it as a "sweepingly generous, absurdly virtuosic hip-hop classic." In The Village Voice's 2005 Pazz & Jop nationwide poll of 795 popular music critics, Late Registration finished at number one by a wide margin over any of the other album nominees. This was the second year in a row that West topped the poll, a feat that had occurred only one other time over twenty years ago by The Clash. It was also named the year's second best album by Pitchfork Media, and eighteenth best by PopMatters, Late Registration became West's second consecutive album to be rated "XXL" by XXL, the magazine's highest rank, which has been awarded to only sixteen other hip-hop albums.

At the 2006 Grammy Awards, Late Registration received a nomination for Album of the Year and won Best Rap Album. West's single "Gold Digger" was nominated for Record of the Year and received the award for Best Rap Solo Performance. He also won Best Rap Song for "Diamonds from Sierra Leone." At the 37th NAACP Image Awards, the second album received a nomination for Outstanding Album. Late Registration was nominated for Album of the Year at the third annual Vibe Awards, but lost to Mariah Carey's The Emancipation of Mimi. West received the awards for Top Rap Album for Late Registration as well as Hot Rap Track for "Gold Digger" at the 2006 Billboard R&B/Hip-Hop Awards, where he also received nominations for Top R&B/Hip-Hop Album and Top R&B/Hip-Hop Song. Late Registration was nominated for best International Album at the 2006 BRIT Awards. In a decade-end poll of critics and musicians, it finished number 40 on Rolling Stone's list of the 100 Best Albums of the Decade. In his ballot for the magazine's poll, Robert Christgau ranked it as the second best album of the 2000s decade. In 2012, Rolling Stone ranked the album number 118 on its revised list of the 500 greatest albums of all time.

Track listing

 * Credits are adapted from the album's liner notes.

Sample credits

 * "Wake Up Mr. West" and "Heard Em Say" both contain excerpts of "Someone That I Used to Love" as performed by Natalie Cole.
 * "Touch the Sky" contains samples of "Move On Up" as performed by Curtis Mayfield.
 * "Gold Digger" contains samples of "I Got a Woman" as performed by Ray Charles.
 * "Drive Slow" contains samples of "Wildflower" as performed by Hank Crawford.
 * "My Way Home" contains samples of "Home Is Where the Hatred Is" as performed by Gil Scott-Heron.
 * "Crack Music" contains samples of "Since You Came in My Life" as performed by New York Community Choir.
 * "Roses" contains samples of "Rosie" as performed by Bill Withers.
 * "Addiction" contains elements of "My Funny Valentine" as performed by Etta James.
 * "Diamonds from Sierra Leone" contains samples of "Diamonds Are Forever" as performed by Shirley Bassey.
 * "We Major" contains samples of "Action" as performed by Orange Krush.
 * "Hey Mama" contains samples of "Today Won't Come Again" as performed by Donal Leace.
 * "Celebration" contains samples of "Heavenly Dream" as performed by The Kay-Gees.
 * "Gone" contains samples of "It's Too Late" as performed by Otis Redding.
 * "Late" contains samples of "I'll Erase Away Your Pain" by The Whatnauts.

Personnel
Credits are adapted from the album's liner notes.

Musicians

 * Susan Chatman – violin (tracks 10, 17, 19)
 * Daphne Chen – violin (tracks 10, 17, 19)
 * Terry Glenny – violin (tracks 10, 17, 19)
 * Marisa Kuney – violin (tracks 10, 17, 19)
 * Victoria Lanier – violin (tracks 10, 17, 19)
 * Alyssa Park – violin (tracks 10, 17, 19)
 * Julie Rogers – violin (tracks 10, 17, 19)
 * Audrey Solomon – violin (tracks 10, 17, 19)
 * Amy Wickman – violin (tracks 10, 17, 19)
 * Eric Gorfain – violin, strings orchestration (tracks 10, 17, 19)
 * Piotr Jandula	– viola (tracks 10, 17, 19)
 * David Sage – viola (tracks 10, 17, 19)
 * Tom Tally – viola (tracks 10, 17, 19)
 * Marda Todd – viola (tracks 10, 17, 19)
 * Richard Dodd – cello (tracks 10, 17, 19)
 * Mathew Cooker – cello (tracks 10, 17, 19)
 * Armen Ksadjikian – cello (tracks 10, 17, 19)
 * Victor Lawrence – cello (tracks 10, 17, 19)
 * Stephen Holtman – trombone (tracks 10, 17)
 * Andrew Martin – trombone (tracks 10, 17)
 * Bruce Otto – bass trombone (tracks 10, 17)
 * Gary Grant – flugelhorn, trumpet (tracks 10, 17)
 * Dan Fornero – flugelhorn, trumpet (tracks 10, 17)
 * Denise Briese – double bass (tracks 10, 17)
 * Francis Senger – double bass (tracks 10, 17)
 * Jason Torreano – double bass (tracks 10, 17)
 * Rick Todd – French horn (tracks 10, 17)
 * Dave Tozer – guitar (tracks 13, 20)
 * Brad Warnaar – French horn (tracks 10, 17)
 * Michel Gondry – live drums (tracks 13, 20)
 * Tom Craskey – additional keyboards (tracks 13, 20)
 * Ervin Pope – keyboards (tracks 9, 17)
 * Keenan "Keynote" Holloway – bass played by (tracks 9, 17)
 * A-Trak – DJ scratches (track 4)

Production

 * Kanye West – executive producer, primary artist, producer (all tracks except 3)
 * Devo Springsteen – producer (track 13)
 * Richard Reitz	– recording engineer (track 6)
 * Brian Sumner – recording engineer (tracks 8, 9, 21)
 * Anthony Kilhoffer – recording engineer (tracks 3-4, 6, 8-14, 16-17, 19-20)
 * Tom Biller – recording engineer (tracks 2, 4, 11-14, 16, 17), string recording engineer (10, 17, 19, 20)
 * Andrew Dawson	– recording engineer (tracks 2-4, 6-8, 16, 17, 21), mixing (8, 16, 17, 19)
 * Mike Mo – assistant recording engineer (tracks 2-4, 6, 10, 14)
 * Ryan Neuschafer – assistant recording engineer (tracks 9-12)
 * James Auwarter – assistant recording engineer (tracks 9-12)
 * Nate Connelly – assistant recording engineer (tracks 2-4, 6, 9-10, 14, 21)
 * Taylor Dow – assistant recording engineer (tracks 2, 7, 16, 17, 19)
 * Matt Green – assistant recording engineer (tracks 3, 4, 8, 10, 16, 17)
 * Jon Brion – brass arrangement (tracks 10, 17), producer (2, 4, 9-11, 13-14, 16-17, 20), string arrangements (10, 17, 19)
 * Warryn Campbell – producer (track 14)
 * Just Blaze – producer (track 3)
 * Kyambo Joshua	– executive producer
 * Doug Joswick – package production
 * Mike Dean – mixing (tracks 2-4, 6, 7)
 * Craig Bauer – mixing (tracks 9-12)
 * Manny Marroquin – mixing (tracks 13, 20)
 * Kris Yiengst – art coordinator, photography
 * Sarah A. Friedman – photography
 * Louis Marino – creative director
 * Eric Weissman	– sample clearance
 * Vlado Meller – mastering

Vocalists

 * Paul Wall – featured artist (track 6)
 * Cam'ron – featured artist (track 19)
 * Brandy – featured artist (track 10)
 * Common – featured artist (track 7)
 * Consequence – featured artist (track 19)
 * Lupe Fiasco – featured artist (track 3)
 * The Game – featured artist (track 8)
 * GLC – featured artist (track 6)
 * Jay-Z – featured artist (track 13)
 * Adam Levine – featured artist (track 2)
 * Nas – featured artist (track 14)
 * Really Doe – featured artist (track 14)
 * Jamie Foxx – featured artist (track 4)
 * Tony Williams – additional vocals (tracks 2, 6, 8-9, 14)
 * Charlie Wilson – additional vocals (track 8)
 * Keyshia Cole – additional vocals (track 8)
 * DeRay Davis – additional vocals (track 1)
 * John Legend – additional vocals (tracks 16, 17)
 * Plain Pat – additional vocals (track 4)
 * Don C. – additional vocals (track 4)
 * Strings (aka Marinna Teal) – additional vocals (track 11)

Year-end charts
'Decade-end charts'