Featuring – JaheimMixed By [Assisted By] – Alex "Condor" AligizakisProducer – Diamond DRecorded By [Assisted By] – Jaime "S.S." GarciaRecorded By [Second Assistant Recording], Mixed By [Second Mix Assistant] – Kristina ArdronWritten-By – J. Kirkland, R. Parker, T. Smith
4:03
2
We Got What You Want
Mixed By [Assisted By] – Alex "Condor" AligizakisRecorded By [Assisted By] – Alex "Condor" Aligizakis, Jaime "S.S." GarciaRecorded By [Second Assistant Recording], Mixed By [Second Mix Assistant] – Kristina ArdronVocals [Additional Vocals] – Tracy LeilaWritten-By – J. Smith, T. Smith
3:51
3
Break Ya Neck
Backing Vocals – Truth HurtsCoordinator [Project Coordinator] – Larry ChatmanElectric Guitar – Mike ElizondoKeyboards, Keyboards [Keyboard Bass] – Scott StorchRecorded By [Assisted By] – Greg BurnsWritten-By – A. Young, A. Kiedis, C. Smith, Flea, J. Frusciante, M. Elizondo, S. Storch, T. Smith
3:51
4
As I Come Back
Arranged By [All Instruments], Instruments [All] – Chad Hugo, Pharrell WilliamsMixed By – DUROProducer – The NeptunesRecorded By – Brian GartenWritten-By – C. Hugo, P. Williams, T. Smith
3:19
5
Match The Name With The Voice
Featuring – Flipmode SquadMixed By [Assisted By] – Alex "Condor" AligizakisMixed By [Second Assistant Mix] – Kristina ArdronRecorded By [Assisted By] – Greg Smith Written-By – J. Smith, L. Jones, R. Fisher, R. McNair, T. Smith, W. Lewis
5:59
6
Intro
(2:48)
7
You Ain't Fuckin' Wit Me
Mixed By [Assisted By] – Darren RappProducer – Michaelangelo Recorded By [Assisted By] – Greg Smith Written-By – M. Saulsberry, T. Smith
3:27
8
There's Only One
Featuring – Mary J. BligeProducer – Michaelangelo Recorded By [Assisted By], Mixed By [Assisted By] – Darren RappWritten-By – M. Blige, M. Saulsberry, T. Smith
4:23
9
Pass The Courvoisier Part II
Arranged By [All Instruments], Instruments [All] – Chad Hugo, Pharrell WilliamsFeaturing – P. Diddy, PharrellMixed By – Pat VialaProducer – The NeptunesRecorded By – Andrew Coleman , Brian GartenWritten-By – C. Hugo, P. Williams, T. Smith
3:17
10
Bad Dreams
Mixed By [Assisted By] – Alex "Condor" AligizakisMixed By [Second Assistant Mix] – Kristina ArdronRecorded By [Assisted By] – Darren RappWritten-By – D. Lamb, T. Smith
3:17
11
Betta Stay Up In Your House
Featuring – Rah DiggaPerformer ["Eddie You Should Know Better"] – Curtis MayfieldProducer – Yogi Recorded By [Assisted By], Mixed By [Assisted By] – Darren RappWritten-By – C. Mayfield, J. Graham, R. Fisher, T. Smith
3:18
12
Part Two: Dolemite Interlude
Mixed By [Assisted By] – Greg Smith Recorded By [Assisted By] – Darren Rapp, Hyungseok OhVocals – Rudy Ray MooreWritten-By – T. Smith, D. Lamb
13
Pass The Courvoisier
Featuring – P. DiddyMixed By [Assisted By] – Darren RappRecorded By – Wayne AllisonRecorded By [Assisted By] – Darren Rapp, Hyungseok OhWritten-By – A. S. Muhammad, B. Edwards, B. Higgins, C. Hugo, D. Randell, D. Lamb, J. Woolard, J. Jackson, J. Denny, K. Fareed, M. Taylor, M. Tyler, N. Rodgers, P. Williams, S. Linzer, S. Combs, T. Smith
4:36
14
Holla
Backing Vocals – Truth HurtsCoordinator [Project Coordinator] – Larry ChatmanElectric Guitar – Mike ElizondoKeyboards – Camara Kambon, Mike ElizondoRecorded By [Assisted By] – Darrell Thorp, Greg Burns, Thomas RoundsWritten-By – A. Young, C. Kambon, M. Elizondo, T. Smith
4:34
15
Genesis
Mixed By [Assisted By] – Alex "Condor" AligizakisProducer – DillaRecorded By [Assisted By] – Alex "Condor" Aligizakis, Darren RappRecorded By [Second Assistant Recording], Mixed By [Second Mix Assistant] – Kristina ArdronVocals [Additional Vocals] – Tracy LeilaWritten-By – J. Yancey, T. Smith
3:56
16
Part One: CEO Interlude
Performer, Written-By – Busta Rhymes, Clive Davis
17
Make It Hurt
Mixed By [Assisted By] – Alex "Condor" AligizakisProducer – DillaRecorded By [Assisted By] – Darren RappRecorded By [Second Assistant Recording], Mixed By [Second Mix Assistant] – Kristina ArdronVocals [Additional Vocals] – Tracy LeilaWritten-By – J. Yancey, T. Smith
3:23
18
Everybody Rise Again
Mixed By [Assisted By] – Darren RappRecorded By [Assisted By] – Greg Smith Written-By – J. Smith, T. Smith
4:13
19
Shut 'Em Down 2002
Performer ["Shut 'Em Down"] – Public EnemyProducer, Mixed By – Pete RockRecorded By [Assisted By] – Jamie "S.S." GarciaWritten-By – C. Riddenhour, G. Rinaldo, H. Shocklee, P. Phillips, T. Smith
2:55
20
Truck Volume
Coordinator [Project Coordinator] – Larry ChatmanKeyboards – Scott StorchRecorded By [Assisted By] – Greg Burns, Thomas RoundsWritten-By – A. Young, M. Elizondo, S. Storch, T. Smith
3:35
21
Bounce (Let Me See Ya Throw It)
Coordinator [Project Coordinator] – Larry ChatmanKeyboards – Mike ElizondoMixed By – Mauricio "Veto" IragorriProducer – MelmanRecorded By [Assisted By] – Brian Wohlgemuth, Greg BurnsWritten-By – M. Bradford, M. Elizondo, T. Smith
3:19
22
What It Is
Arranged By [All Instruments], Instruments [All] – Chad Hugo, Pharrell WilliamsFeaturing, Vocals [Additional Vocals] – KelisMixed By [Assisted By] – John AdlerProducer – The NeptunesRecorded By – Andrew Coleman Written-By – C. Hugo, P. Williams, T. Smith
Performer [Truck Volume Interlude], Written-By [Truck Volume Interlude, Wife In Law Interlude, Ms. Cleo Interlude] – Busta Rhymes
Performer [Wife In Law Interlude] – Rachelle Weston
Photography By [Photo Shoot Production] – Chris LeBeau
Photography By, Design Concept [Cover Concept] – Mista Dean Karr
Producer – Dre (tracks: 8, 10, 12), Just Blaze (tracks: 2, 7, 19), Nottz (tracks: 1.2, 9, 20)
Producer [Production For Dean Karr] – Yamani Watkins
Product Manager [Marketing & Promotions] – James Cruz , Laura Ciocia
Recorded By – Brian Vibberts (tracks: 11), Darren Rapp (tracks: 4), Mauricio "Veto" Iragorri (tracks: 8, 10 to 12), Patrick Gordon (tracks: 2, 5 to 7, 13, 15, 17 to 19), Vinny Nicoletti (tracks: 1.2, 4 to 7, 9, 13, 15, 17, 19, 20)
Typography [Genesis Type] – Kevin Candela
Notes
2002 reissue of the album; it omits "Ass On Your Shoulders" in favour of "Pass The Courvoisier Part II". Issued in a jewel case with clear tray and a 12-page booklet. From the sticker: 'New version Includes: Pass The Courvoisier Part II Remix'
Track 1.2 Published by T'Ziah's Music (BMI), Teamsta Entertainment Music (BMI) Produced for DMP/Teamsta Entertainment, LLC Recorded / mixed at Soundtrack Studios, NYC
Track 2 Published by T'Ziah's Music (BMI), F.O.B. Music Publishing (ASCAP) Produced for F.O.B. Entertainment/N.Q.C. Management, Inc. and Enigma Music Recorded / mixed at Soundtrack Studios, NYC
Track 3 Published by T'Ziah's Music (BMI), Waters Of The Nazareth Publishing/EMI Blackwood Music, Inc. (BMI) Chase Chad Music/EMI April Music, Inc. (ASCAP) All instruments arranged and performed for The Neptunes Recorded /mixed at Right Track Recording Studios, NYC Contains replayed elements from "Scenario (Remix)"
Track 4 Published by T'Ziah's Music (BMI), Pete Rock Publishing (ASCAP), Songs Of Universal, Inc./Bring The Noize, Inc./Suburban Funk, Inc. (BMI) Produced for Soul Brother #1 Productions Recorded /mixed at Soundtrack Studios, NYC Contains elements from "Shut 'Em Down (Pete Rock Remix)" (H. Shocklee/C. Riddenhour/G. Rinaldo). Songs Of Universal, Inc./Bring The Noize, Inc./Suburban Funk, Inc. (BMI). Performed by Public Enemy. Used courtesy of Def Jam Records, by arrangement with Universal Music Enterprises
Tracks 5, 14 Published by T'Ziah's Music (BMI), E.P.H.C.Y. Music (ASCAP) Produced for Payjay Productions, Inc. Recorded at Soundtrack Studios, NYC Mixed at Armoury Studios, Vancouver, Canada
Track 6 Published by T'Ziah's Music (BMI), Rah Digga Music, Inc. (ASCAP), Rhythm Blunt Music/PolyGram Music Publishing, Inc. (ASCAP), Warner-Tamerlane Publishing Corp. (ASCAP) Produced for Big Things, Inc./The Hitmen/Bad Boy Entertainment/Bystorm Entertainment Recorded / mixed at Soundtrack Studios, NYC Rah Digga appears courtesy of Flipmode Records/J Records Contains elements from "Eddie You Should Know Better" (C. Mayfield). Warner-Tamerlane Publishing Corp. (BMI). Performed by Curtis Mayfield. Produced under license from Rhino Records/Curtom Classics, Inc. by arrangement with Warner Special Products
Track 7 Published by T'Ziah's Music (BMI), F.O.B. Music Publishing (ASCAP) Produced for F.O.B. Entertainment/N.Q.C. Management, Inc. and Enigma Music Recorded at Soundtrack Studios, NYC Mixed at Armoury Studios, Vancouver, Canada
Track 8 Published by T'Ziah's Music (BMI), Ain't Nuthin' Goin On But Funkin' Music (ASCAP), Elvismambo Music/Blotter/Music Of Windswept (ASCAP), Scott Storch Music/TVT (ASCAP) Recorded / mixed at Record One, Woodland Hills, CA Project coordinator for Aftermath Entertainment
Track 9 Published by T'Ziah's Music (BMI), Justin Combs Music Publishing Co., Inc. (adm. by EMI April Music, Inc.) (ASCAP), Bloody Prints/Blood 16's (ASCAP), Written For The Streets (ASCAP), Teamsta Entertainment Music (BMI), EMI Blackwood Music, Inc./Waters Of Nazareth/Featherbed Music (BMI)/EMI April Music, Inc./Chase Chad Music (ASCAP)/Denny Randell Music (admin. by Warner-Tamerlane Publishing Corp./Bernard's Other Music (admin. by Warner-Tamerlane Publishing Corp.) (BMI)/Sony-ATV Tunes LLC (ASCAP)/Ensign Music Corp./Jelly T. Marijuana Music/East Coast Stomp Music (BMI)/Zomba Enterprises, Inc./Jazz Merchant Music (ASCAP) Produced for DMP/Teamsta Entertainment, LLC Recorded at Daddy's House, NYC Mixed at Soundtrack Studios, NYC P. Diddy appears courtesy of Bad Boy Records Contains re-sung elements from "Shake Ya Ass" (C. Hugo/M. Tyler/P. Williams). EMI Blackwood Music, Inc./Waters Of Nazareth (BMI)/EMI April Music, Inc./Chase Chad Music (ASCAP)/Zomba Enterprises, Inc./Braids Publishing (ASCAP) "Easy Come, Easy Go" (S. Linzer/D. Randell). EMI Blackwood Music, Inc./Featherbed Music/Denny Randell Music (admin. by Warner-Tamerlane Publishing Corp.) (BMI) "Rappers Delight" (B. Rogers/N. Rodgers). Bernard's Other Music (admin. by Warner-Tamerlane Publishing Corp.) (BMI)/Sony-ATV Tunes LLC (ASCAP) "Scenario" (J. Jackson/T. Smith/B. Higgins/K. Fareed/A. Muhammad/M. Taylor). Ensign Music Corp./Jelly T. Marijuana Music/T'Ziah's Music/East Coast Stomp Music (BMI)/Zomba Enterprises, Inc./Jazz Merchant Music (ASCAP)
Track 10 Published by T'Ziah's Music (BMI), Ain't Nuthin' Goin On But Funkin' Music/WB Music Corp. (ASCAP), Elvismambo Music/Blotter/Music Of Windswept (ASCAP), Scott Storch Music/TVT (ASCAP), Moebetoblame Music (ASCAP) Recorded / mixed at Record One, Woodland Hills, CA Project coordinator for Aftermath Entertainment Truth Hurts appears courtesy of Aftermath Entertainment Contains replayed elements from "Give It Away" (Flea/J. Fruciante/A. Kiedis/C. Smith) Moebetoblame Music (BMI)
Track 11 Published by T'Ziah's Music (BMI),Elvismambo Music/Blotter/Music Of Windswept (ASCAP), Hardworking Black Folks Publishing/WB Music Corp. (ASCAP) Recorded / mixed at Record One, Woodland Hills, CA Project coordinator for Aftermath Entertainment
Track 12 Published by T'Ziah's Music (BMI), Ain't Nuthin' Goin On But Funkin' Music/WB Music Corp. (ASCAP), Elvismambo Music/Blotter/Music Of Windswept (ASCAP), Colorscapes Publishing (BMI) Recorded / mixed at Record One, Woodland Hills, CA Project coordinator for Aftermath Entertainment Truth Hurts appears courtesy of Aftermath Entertainment
Track 13 Published by T'Ziah's Music (BMI), Dusty Fingers Music (BMI), Raydiola Music (ASCAP) Produced for U-Force Productions Recorded at Soundtrack Studios, NYC Mixed at Armoury Studios, Vancouver, Canada Jaheim appears courtesy of Warner Bros./Divine Mill Contains re-sung elements from "A Woman Needs Love (Just Like You Do)" (R. Parker). Raydiola Music (ASCAP)
Track 15 Published by T'Ziah's Music (BMI), Waters Of The Nazareth Publishing/EMI Blackwood Music, Inc. (BMI) Chase Chad Music/EMI April Music, Inc. (ASCAP) All instruments arranged and performed for The Neptunes Recorded at Mastersound Studios, Virginia Beach, VA Mixed at Electric Lady Studios, NYC Kelis appears courtesy of Virgin Records
Track 16 Published by T'Ziah's Music (BMI), Universal/MCA Music Publishing (ASCAP), Michaelangelo/Saulsberry Music (ASCAP) Produced for New Cloning Entertainment/Future Sound Entertainment Recorded / mixed at Soundtrack Studios, NYC Mary J. Blige appears courtesy of MCA Records
Track 17 Published by T'Ziah's Music (BMI), Michaelangelo/Saulsberry Music (ASCAP) Produced for New Cloning Entertainment/Future Sound Entertainment Recorded / mixed at Soundtrack Studios, NYC
Track 18 Published by T'Ziah's Music (BMI), Ramp Music (BMI), Rah Digga Music, Inc. (ASCAP), Dutty Nigga Music (ASCAP), Killa 4 Music (ASCAP), F.O.B. Music Publishing (ASCAP) Produced for F.O.B. Entertainment/N.Q.C. Management, Inc. and Enigma Music Recorded / mixed at Soundtrack Studios, NYC Flipmode Squad appear courtesy of Flipmode Records/J Records
Track 19 Published by T'Ziah's Music (BMI), Teamsta Entertainment Music (BMI) Produced for DMP/Teamsta Entertainment, LLC Recorded / mixed at Soundtrack Studios, NYC
Track 20 Published by T'Ziah's Music (BMI), Waters Of Nazareth/Publishing/EMI Blackwood Music Inc. (BMI), Chase Chad Music/EMI April Music, Inc. (ASCAP) All instruments arranged and performed for The Neptunes Recorded by Andrew Coleman at Mastersound Studios, Virginia Beach, VA and by Brian Garten at Right Track Recording Studios, NYC Mixed at Right Track Recording Studios, NYC for Pat 'Em Down Music P. Diddy appears courtesy of Bad Boy Records Pharrell Williams of N.E.R.D. appears courtesy of Virgin Records America, Inc.
Vinny Nicoletti and Patrick Gordon are listed as being 'Of Towers Audio'
All interludes mixed and recorded at Soundtrack Studios, NYC
Executive in charge of production for Violator Management A&R administration: Rani Hancock for Violator Management & Laura Ciocia for Flipmode Records Marketing & promotion: James Cruz for Violator Management & Laura Ciocia for Flipmode Records Styling: June Ambrose for The Mode Squad, Rasheed Booth for Bushi Designs Sample clearance services at Music Recources, Inc. Management for Violator Management A&R: Trevor Jerideau for J Records & Edgar "Turbo" Clarke for Flipmode Records Mastered at Sterling Sound, NYC