art direction Jackie Murphy
costume designer [jewrelry] Fred Leighton
design Ryan Wise
executive-producer Joe
executive-producer Kedar Massenburg
management Kedar Entertainment
mastered by Tom Coyne
photography by Jonathan Mannion
stylist [styling] June Ambrose
stylist [styling] Mode Squad Inc.
Phonographic Copyright (p) Zomba Recording Corporation
Copyright (c) Zomba Recording Corporation
Phonographic Copyright (p) Sony Music Entertainment Inc.
Published By Zomba Enterprises, Inc.
Published By 563 Music Publishing
Published By Tallest Tree Music
Published By Calvin Gaines Publishing Designee
Published By Rick Slaughter Publishing Designee
Published By Conversation Tree Entertainment
Published By WB Music Corp.
Published By Al's Street Music
Published By Foray Music
Published By 1972 Music
Published By Zomba Songs Inc.
Published By Tuff Huff Music
Published By East/Memphis Music
Published By Irving Music, Inc.
Published By Shak'em Down Music
Published By Hitco South
Published By Kandacy Music, Inc.
Published By Air Control Music, Inc.
Published By EMI April Music Inc.
Published By 34Di Music Works
Published By Okoso Muzik
Published By Shak'em Down Music, Inc.
Published By Melodic Noise
Published By Browntown Sound Publishing
Published By Yab Yum Music
Published By Sony/ATV Songs LLC
Published By It's Tyme For Flytes Music Publishing
Published By Dreamworks
Published By Rye Songs
Published By Flyte Tyme Tunes
Published By Flyte Tyme Tunes, Inc.
Published By Donril Music
Recorded At The Hit Factory
Recorded At Future Recording Studios
Recorded At Head Up Recording
Recorded At The Crib, Maplewood, NJ
Recorded At Battery Studios, Chicago
Recorded At Battery Studios, New York
Recorded At Triangle Sound Studios
Recorded At Westlake Audio
Recorded At 440 Studio, New York
Recorded At DARP Studios
Recorded At Right Track Recording
Recorded At Whitfield Street Studios
Recorded At Home Studios, Hamburg
Recorded At Chung King Studios
Mixed At Record Plant, Los Angeles
Mixed At Battery Studios, New York
Mixed At Chung King Studios
Mixed At Soundtrack Studios
Mixed At Larrabee North
Mixed At Electric Lady Studios
Mixed At Barking Doctor Recording
Mixed At DARP Studios
Mixed At Right Track Recording
Produced For Starcyde Entertainment
Produced For Stone Productions, Inc.
Produced For She'kspere Productions, Inc.
Produced For Boob Tube Productions
Produced For No Question Entertainment
Mastered At Sterling Sound
Made By Sony DADC
Glass Mastered At Sony DADC
Issued in a standard jewel case with clear tray and a 12.page booklet.

Track 2
Zomba Enterprises Inc./563 Music Publishing (adm. by Zomba Enterprises Inc.)/Tallest Tree Music (ASCAP)/C. Gaines Publishing Designee/R. Slaughter Publishing Designee
Recorded at The Hit Factory, NYC
Mixed at Record Plant, Hollywood, CA

Track 3
Zomba Enterprises Inc. (ASCAP)
Recorded at Future Recording Studio, Virginia Beach, VA
Mixed at Battery Studios, NYC

Tracks 4, 9
Zomba Enterprises Inc./563 Music Publishing/Conversation Tree Entertainment (both adm. by Zomba Enterprises Inc.)/WB Music Corp./Al's Street Music (ASCAP)
Produced/additional production for Starcyde Entertainment
Recorded for Starcyde Entertainment at Head Up Recording, NYC
Mixed at Chung King Studios, NYC

Track 5
Zomba Enterprises Inc./563 Music Publishing/Conversation Tree Entertainment (both adm. by Zomba Enterprises Inc.) (ASCAP)/Foray Music/1972 Music (adm. by Foray Music) (SESAC)
Recorded at The Crib, Maplewood, NJ
Mixed at Soundtrack Studio, NYC

Track 6
Zomba Songs Inc./Tuff Huff Music (adm. by Zomba Songs Inc.)/East Memphis Music (adm. by Irving Music Inc.) (BMI)
Produced for Stone Productions, Inc.
Recorded at Battery Studios, Chicago, IL
Additional recording at Battery Studios, NYC
Mixed at Battery Studios, NYC
Contains a portion of the composition Bumpy's Lament, written by Isaac Hayes and published by East Memphis Music (adm. by Irving Music Inc.) (BMI)

Track 7
Shak'em Down Music/Hitco South/Kandacy Music, Inc./Air Control Music, Inc. (all adm. by EMI April Music, Inc.)/34Di Music Works/Okoso Muzik (adm. by Shak'em Down Music, Inc.) (ASCAP)
Produced for She'kspere Productions, Inc.
Co-produced for Boob Tube Productions in association with She'kspere Productions, Inc.
Recorded at Triangle Sound Studio, Atlanta, GA
Mixed at Larrabee North, West Hollywood, CA
All instruments/Midi & sound for She'kspere Productions, Inc. (She'kspere) and for Boob Tube Productions in association with She'kspere Productions, Inc. (Focus)

Track 8
Zomba Enterprises Inc./563 Music Publishing (adm. by Zomba Enterprises Inc.)/Tallest Tree Music (ASCAP)
Recorded at The Hit Factory, NYC
Additional recording at Battery Studios, NYC
Mixed at Battery Studios, NYC

Track 10
Zomba Enterprises Inc./563 Music Publishing (adm. by Zomba Enterprises Inc.)/Tallest Tree Music/Melodic Noise (ASCAP)
Recorded at The Hit Factory, NYC and Westlake Audio, Los Angeles, CA
Mixed at Electric Lady Studios, NYC

Track 11
Zomba Enterprises Inc./563 Music Publishing (adm. by Zomba Enterprises Inc.)/Tallest Tree Music (ASCAP)/Browntown Sound Publishing/Yabyum Music/ Sony/ATV Songs, LLC (BMI)
Recorded at The Hit Factory, NYC
Mixed at Electric Lady Studios, NYC

Track 12
Zomba Enterprises Inc./563 Music Publishing/Conversation Tree Entertainment (both adm. by Zomba Enterprises Inc.)/WB Music Corp./Al's Street Music (ASCAP)
Produced for Starcyde Entertainment
Recorded for Starcyde Entertainment at Head Up Recording, NYC
Additional recording at Battery Studios, NYC
Mixed at Barking Doctor Recording, Mt. Kisco, NY
Strings recorded at Studio 440, NYC

Track 13
Zomba Enterprises Inc./563 Music Publishing (adm. by Zomba Enterprises Inc.) (ASCAP)/It's Tyme For Flytes Music Publishing (adm. by Dreamworks) (BMI)
Recorded & mixed at Darp Recording Studios, Atlanta, GA

Track 14
Sony/ATV Songs LLC/Rye Songs (BMI)/EMI April Music, Inc./Flyte Tyme Tunes/Rye Songs/All rights for Flyte Tyme Tunes Inc. (adm. by EMI April Music, Inc.) (ASCAP)/WB Music Corp./Zomba Enterprises Inc. (ASCAP)
Remix produced for No Question Entertainment (Clue and Duro)
Mixed for No Question Entertainment at Right Track Studios (NYC)
Recorded at Right Track Studios (NYC), Whitfield Street Studios (London, England), H.O.M.E. Studios (Hamburg, Germany), Chung King Studios (NYC)
Keyboards for Flavorhood
Contains interpolations from the composition Make It Last Forever, written by T. Riley and K. Sweat, published by WB Music Corp (ASCAP), Zomba Enterprises Inc. and Donril Music (adm. by Zomba Enterprises Inc.) (ASCAP)
Mariah Carey appears courtesy of Columbia Records
Nas appears courtesy of Columbia Records

Mastered at Sterling Sound, NYC

An original sound recording made by Zomba Recording Corporation
℗ 2000 Zomba Recording Corporation © 2000 Zomba Recording Corporation,
except track 14 ℗ 1999 Sony Music Entertainment Inc.
Manufactured in the EU.
Barcode: 6 38592 20352 5 (Text)
Barcode: 638592203525 (String)
Label Code: LC:07925
Price Code: 43 (PC)
Price Code: PM 527
Rights Society: MCPS/BIEM/GEMA/STEMRA/NCB/SDRM
Rights Society: ASCAP BMI
Matrix / Runout: A0100316803-0101 11 A3 Sony DADC (Variant 1)
Mastering SID Code: IFPI L551 (Variant 1)
Mould SID Code: IFPI 9470 (Variant 1)
Matrix / Runout: A0100316803-0101 21 B2 Sony DADC (Variant 2)
Mastering SID Code: IFPI L551 (Variant 2)
Mould SID Code: IFPI 946T (Variant 2)
Matrix / Runout: A0100316803-0101 21 B2 Sony DADC (Variant 3)
Mastering SID Code: IFPI L551 (Variant 3)
Mould SID Code: IFPI 94Y6 (Variant 3)
Matrix / Runout: A0100316803-0101 21 A2 Sony DADC (Variant 4)
Mastering SID Code: IFPI L551 (Variant 4)
Mould SID Code: IFPI 944T (Variant 4)
Matrix / Runout: A0100316803-0101 11 A3 Sony DADC (Variant 5)
Mastering SID Code: IFPI L551 (Variant 5)
Mould SID Code: IFPI 947Q (Variant 5)
Matrix / Runout: A0100316803-0101 21 B1 Sony DADC (Variant 6)
Mastering SID Code: IFPI L551 (Variant 6)
Mould SID Code: IFPI 94W4 (Variant 6)