a&r [a&r direction] Damien Smith
consultant [marketing consultant] Davett Singletary
cover, artwork Heavyweight
design GOLDFINGER c.s.
executive-producer Damien Smith
executive-producer Maurice White
executive-producer Philip Bailey
mastered by Brian Gardner
tracks 2, 4 producer Jimmy Jam & Terry Lewis
tracks 6, 9 producer Organized Noize
tracks 5, 7, 8 producer Raphael Saadiq
promotion Wayman Jones
public relations [publicist] Mark Young
Phonographic Copyright (p) Sanctuary Records Group Ltd.
Phonographic Copyright (p) Bailey Entertainment Group Inc.
Phonographic Copyright (p) Maurice White
Copyright (c) Sanctuary Records Group Ltd.
Copyright (c) Bailey Entertainment Group Inc.
Copyright (c) Maurice White
Pressed By Deluxe (7)
Produced For Will.i.am Music Group
Published By Will.I.am Music, Inc.
Published By Broke Spoke And Gone
Published By Cherry River Music Co.
Recorded At Magnet Vision Studios
Mixed At Paramount Recording Studios
Produced For Flyte Tyme Productions
Published By EMI April Music
Published By Flyte Tyme Tunes
Published By Ella & Gene's Son's Music
Published By Sublime Basement Tunez
Published By Defenders Of Music
Published By EMI Blackwood Music
Recorded At Flyte Tyme West
Recorded At The Village Recorder
Mixed At Flyte Tyme West
Mixed At The Boom Boom Room
Mixed At The Village Recorder
Published By EMI April Music Inc.
Published By Flyte Tyme Tunes, Inc.
Produced For Whiskey Slew Productions
Published By Ugmoe Music
Published By Universal Publishing Inc.
Published By Soulfinga
Published By Notting Hill
Recorded At Blakeslee Recording Company
Mixed At Blakeslee Recording Company
Mixed At Larrabee North
Published By Organized Noize Music
Published By Belt Star
Published By Mosquito Puss
Published By Chrysalis
Recorded At The Dungeon Recording Studios
Recorded At Dungeon East Studios
Recorded At Larrabee North
Recorded At Luminous Sound
Published By Musty Attic Music
Published By Missing Link (6)
Published By A Patient Shephard's Music
Published By For My Little Brother
Published By Big Sexy Music
Published By EMI April
Recorded At Glenwood Place Studios
Published By Marshmellow Music
Published By Perfect Songs Ltd.
Published By SPZ Music Inc.
Published By Aboukir Music
Published By Universal Music Publishing
Published By No Gravity Music
Published By Touched By Jazz
Published By Jay-Qui Music
Recorded At KeffenDeez Place
Mixed At MixStar Studios
Published By Enertia Creations
Published By Bugspade
Mixed At Magnet Vision Studios
Published By Cancelled Lunch
Recorded At Firehouse Studios
Mixed At The Enterprise
Published By Gnat Booty
Published By Chrysalis Music
Published By Carl Mo Music
Published By Organized Noize
Mastered At Bernie Grundman Mastering
Track 1
Produced / co-produced for will.i.am music group
Published by will.i.am Music Inc (BMI)/ Broke Spoke and Gone (ASCAP).Worldwide rights for will.i.am Music Inc. administered by Cherry River Music Co. (BMI)
Recorded at Magnet Vision Studios, Santa Monica, Ca
Mixed at Paramount Studios, Hollywood, Ca
Copyright © 2005

Track 2
Produced for Flyte Tyme Productions
Written by: James Harris, III & Terry Lewis – EMI/April Music/Flyte Tyme Tunes (ASCAP)/Tony Tolbert Ella&Gene'sSon'sMusic (ASCAP)/Bobby Ross Avila – Sublime Basement Tunez (BMI)/Issiah J. Avila – Defenders of Music/EMI Blackwood Music/Flyte Tyme Tunes (BMI)
Co-produced for A.B. Experience / Flyte Tyme Productions
Recorded at Flyte Tyme West at The Village Recorders, Los Angeles, Ca
Horns recorded at Magnet Vision Studios, Santa Monica, Ca
Mixed at Flyte Tyme West The Boom Boom Room @ The Village Recorders, Los Angeles, Ca

Track 4
Produced for Flyte Tyme Productions
Published by EMI April Music, Inc./Flyte Tyme Tunes Inc. and Ella & Gene's Son's Music (ASCAP)
Recorded at Flyte Tyme West at The Village Recorders, Los Angeles, Ca
Horns recorded at Magnet Vision's Studios
Mixed at Flyte Tyme West The Boom Boom Room @ The Village Recorders, Los Angeles, Ca

Track 5
Produced for Whiskey Slew Productions
Published by Ugmoe Music/ Universal Publishing Inc. (ASCAP)/Taura Aura Jackson – Soul Finga/ Notting Hill (BMI)
Recorded at Blakeslee Recording Co. (North Hollywood, CA)
Mixed at Blakeslee Recording Co. (North Hollywood, CA) and Larrabee North Recording Studio (North Hollywood, CA)

Track 6
Organized Noize Music (BMI)/Belt Star (ASCAP)/Mosquito Puss/Chrysalis (ASCAP)
Recorded at the Dungeon, Dungeon East Recording Studios, Atlanta, Ga, Larrabee North Recording Studios, Los Angeles, Ca, Magnet Vision Studios, Santa Monica, Ca, Luminous Sound, Dallas, Tx
Mixed at Paramount Studios, Hollywood, Ca

Track 7
Produced for Whiskey Slew Productions
Written by Raphael Saadiq – Ugmoe Music/ Universal Publishing Inc. (ASCAP)/Kelvin Wooten – Musty Attice Music/ Missing Link (BMI) Taura Aura Jackson – Soul Finga/ Notting Hill (BMI)/Sir James Bailey – A Patient Shephard's Music (ASCAP)
Recorded and mixed at Blakeslee Recording Co. (North Hollywood, CA)

Track 8
Produced for Whiskey Slew Productions
Written by Raphael Saadiq – Ugmoe Music/ Universal Publishing Inc. (ASCAP)/Taura Aura Jackson – Soul Finga/ Notting Hill (BMI)
Recorded and mixed at Blakeslee Recording Co. (North Hollywood, CA)

Track 9
Published by Organized Music (BMI), For My Little Brother (ASCAP), Big Sexy Music/EMI-April (ASCAP)
Recorded at The Dungeon Recording Studio, Atlanta, Glenwood Place Recording Studio, Burbank, Ca, Magnet Vision Studios, Santa Monica, Ca
Mixed at Paramount Studios, Hollywood, Ca

Track 10
Published by Marshmellow Music/Perfect Songs Limited/SPZ Music Inc. (BMI)/Aboukir Music/Universal Music Publishing (BMI)/No Gravity Music/Touched by Jazz/EMI April Music, Inc. (ASCAP)/Jay Qui Music/Touched by Jazz/EMI April Music, Inc. (ASCAP)
Recorded at KeffenDeez Place
Mixed at Mix Star Studios

Track 11
Published by Enertia Creations (ASCAP)/Bugspade (ASCAP)
Recorded and mixed at Magnet Vision Studios, Santa Monica, Ca

Track 12
Cancelled Lunch/Universal Music Publishing (ASCAP)
Recorded at Fire House Studios, Pasadena, CA, Magnet Vision Studios, Santa Monica, CA
Mixed at The Enterprise West

Track 14
Published by Gnat Booty/Chrysalis Music/Carl Mo Music (ASCAP)/Organized Noized (BMI)

Mastered at Bernie Grundman Mastering, Hollywood, Ca

Will.i.am appears courtesy of A&M Records
Raphael Saadiq appears courtesy of Pookie Entertainment
Big Boi appears courtesy of LaFace/Zomba Records
Kelly Rowland appears courtesy of Sony Urban Music/Columbia Records
Floetry appears courtesy of Interscope Records
Brian McKnight appears courtesy of McKnight Entertainment
Kenny G appears courtesy of Arista Records

℗ 2005 The copyright in these sound recordings is owned by Sanctuary Records Group Limited / Bailey Entertainment Group Inc / Maurice White.
© 2005 Sanctuary Records Group Limited / Bailey Entertainment Group Inc / Maurice White.

Made in the EU.
Barcode: 5 050159 031221 (Text)
Barcode: 5050159031221 (Scanned)
Label Code: LC6448
Matrix / Runout: MADE IN THE UK (Mould / hub text)
Matrix / Runout: deluxe SANCD312 01
Mastering SID Code: IFPI L136
Mould SID Code: IFPI 0470