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1. Interlude 1:21
2. December 4th 4:33
3. What More Can I Say 4:55
4. Encore 4:10
5. Change Clothes 4:18
6. Dirt Off Your Shoulder 4:05
7. Threat 4:06
8. Moment Of Clarity 4:24
9. 99 Problems 3:54
10. Public Service Announcement (Interlude) 2:53
11. Justify My Thug 4:04
12. Lucifer 3:12
13. Allure 4:52
14. My 1st Song 4:45
Track 1:
- Produced [...] for F.O.B. Entertainment/N.Q.C. Management/Roc The World.
Track 2:
- Produced [...] for F.O.B. Entertainment/N.Q.C Management/Rock The World.
- Recorded [...] for Blessed One Entertainment.
- Mixed [...] for Loreal, Inc.
- Recorded at Baseline Studios, NYC.
- Mixed at Battery Studios, NYC.
''December 4th'' contains a sample of [url=http://www.discogs.com/master/242304]That's How Long[/url] written by W. Boyd and E. Powell, Jr. used courtesy of Songs of Universal Inc./Oceans Blue Music Ltd. (BMI)/Warner-Tamerlane Publishing Corp. (BMI). Performed by The Chi-Lites. Used under license from Brunswick Record Corporation.
Published by: EMI April Music Inc./Carter Boys Music/F.O.B. Music Publishing (ASCAP)/Songs of Universal Inc./Oceans Blue Music Ltd. (BMI)/Van McCoy Music Inc. (BMI)/Warner-Tamerlane Publishing Corp. (BMI).
Track 3:
- Recorded [...] for Loreal, Inc.
- Produced [...] for Buchannan Music Works, Inc./First and Fifteenth.
- Mixed [...] for No Question Entertainment/Loreal, Inc.
- Recorded at Baseline Studios, NYC.
- Mixed at Right Track Studios, NYC.
''What More Can I Say'' contains a sample of [url=http://www.discogs.com/master/114831]Something For Nothing[/url] (T. Bell, K. Gamble, R. Chambers) Warner-Tamerlane Publishing Corp. (BMI). Performed by MFSB courtesy of Sony Music. ''What More Can I Say'' contains an audio excerpt of the motion picture Gladiator. Vocal portion by Russell Crowe. Used courtesy of Universal/Dreamworks Pictures and Russell Crowe.
Published by: EMI April Music Inc./Carter Boys Music (ASCAP)/Curley Kid Flava/48 Laws of Power Publishing (ASCAP)/Warner-Tamerlane Publishing Corp. (BMI).
Track 4:
- Produced [...] for KonMan Productions.
- Recorded [...] for Loreal, Inc.
- Mixed [...] for Loreal, Inc.
- Recorded at Baseline Studios, NYC.
- Recorded at Record Plant Studios, LA.
- Mixed at Manhattan Center, NYC.
''Encore'' contains elements performed by John Holt. Courtesy of Trojan/Sanctuary Records.
Published by: EMI April Music Inc./Carter Boys Music (ASCAP)/Ye World Music (ASCAP)/Sony/ATV Tunes, LLC.
Track 5:
- Produced [...] for Star Trak Entertainment.
- Recorded [...] for Loreal, Inc.
- Recorded at Baseline Studios, NYC.
- Mixed at The Hit Factory, NYC.
Published by: EMI April Music Inc./Carter Boys Music (ASCAP)/Chase Chad Music/EMI Blackwood Music, Inc. (ASCAP)/Waters of the Nazareth Publishing (BMI)/EMI Blackwood Music, Inc.
Track 6:
- Produced [...] for Timbaland Productions.
- Recorded at The Hit Factory Criteria, Miami, FL.
- Mixed at The Hit Factory Criteria, Miami, FL.
Published by: EMI April Music Inc./Carter Boys Music (ASCAP)/Virgin Beach Music (ASCAP).
Track 7:
- Produced [...] for The Planet Inc.
- Recorded & mixed [...] for Loreal, Inc.
- Recorded and mixed assistant [...] for Blessed One Entertainment.
- Recorded and mixed at Baseline Studios, NYC.
''Threat'' contains a sample from [url=http://www.discogs.com/release/2097672]A Woman's Threat[/url] written and performed by R. Kelly, used courtesy of Jive Records and published by Zomba Songs Inc. o/b/o itself and R. Kelly Publishing, Inc. (BMI).
Published by: EMI April Music Inc./Carter Boys Music/Image Nation Music (ASCAP)/Zomba Songs Inc./R. Kelly Publishing, Inc. administered by Zomba Songs Inc. (BMI).
Track: 8
- Recorded by Gimel "Young Guru" Keaton for Loreal, Inc.
- Recorded at 54 Sound, Detroit, MI. (by Steve King and Mike Strange)
- Recorded at Baseline Studios, NYC. (by Gimel ''Young Guru'' Keaton)
- Mixed at 54 Sound, Detroit, MI.
Published by: EMI April Music Inc./Carter Boys Music (ASCAP)/Eight Mile Style (BMI)/Jaceff Music (ASCAP)/Resto World Music (ASCAP).
Track 9:
- Recorded at Akademie Mathematique of Philosophical Sound Research, Los Angeles, CA.
- Mixed at Akademie Mathematique of Philosophical Sound Research, Los Angeles, CA.
''99 Problems'' contains a sample of [url=http://www.discogs.com/release/125903]Long Red[/url] written by N. Landsberg, F. Pappalardi, J. Ventura, and L. Weinstein, used courtesy of Careers BMG Music Publishing (BMI)/BMG Songs Inc. (ASCAP). Performed by Mountain, courtesy of Sony Music. ''99 Problems contains a sample of [url=http://www.discogs.com/release/2580936]The Big Beat[/url] written by W. Squier, used courtesy of Spirit Two Music Inc./Song of the Knight (ASCAP). Performed by Billy Squier, used courtesy of Capitol Records, Inc. ''99 Problems'' contains elements of ''99 Problems'' written by Tracy Marrow, Alphonso Henderson and published by Universal PolyGram International Publishing, Inc./Rhyme Syndicate Music (ASCAP)/WB Music Corp. (ASCAP) o/b/o itself, Ammo Dump Music (ASCAP) and Caramba Music (ASCAP).
Published by: EMI April Music Inc./Carter Boys Music (ASCAP)/Copyright Control/Careers BMG Music Publishing (BMI)/BMG Songs Inc. (ASCAP)/Spirit Two Music Inc./Songs of the Knight (ASCAP).
Track 10:
- Produced [...] for F.O.B. Entertainment/N.Q.C. Management/Roc The World.
- Recorded and mixed by Gimel "Young Guru" Keaton for Loreal, Inc.
- Recorded by David Brown for Blessed One Entertainment.
- Recorded and mixed at Baseline Studios, NYC.
''Public Service Announcement (Interlude)'' contains a sample of [url=http://www.discogs.com/master/289732]Seed Of Love[/url] as performed by Little Boy Blues. ℗1968 UMG Recordings, Inc. Courtesy of The Island Def Jam Music Group under license from Universal Music Enterprises.
Published by: EMI April Music Inc./Carter Boys Music (ASCAP)/F.O.B. Music Publishing (ASCAP)/Edgewater Music Inc. (BMI).
Track 11:
- Recorded [...] for Loreal, Inc.
- Recorded at Baseline Studios, NYC.
- Mixed at Record 1, Los Angeles, CA.
''Justify My Thug'' contains a sample of [url=http://www.discogs.com/master/63303]Rock Box[/url] written by Darryl McDaniels, Joseph Ward Simmons and Lawrence Smith published by Rabasse Music Ltd./Rush Groove Music (ASCAP)/WB Music Corp. (ASCAP). All rights on behalf of Rabasse Music Ltd./Rush Groove Music (ASCAP) admin. by WB Music Corp. (ASCAP). Performed by Run DMC courtesy of Arista Records, Inc. ''Justify My Thug'' contains an interpolation of [url=http://www.discogs.com/master/12565]Justify My Love[/url] written by Madonna Ciccone, Ingrid Chavez, Lenny Kravitz and published by WB Music Corp. o/b/o itself and Webo Girl Publishing, Inc./Miss Bessie Music/Skyfish Music (ASCAP)/Reach Global Songs (BMI)/Universal Music Publishing (BMI).
Published by: EMI April Music Inc./Carter Boys Music (ASCAP)/Q Baby Music (ASCAP)/Rabasse Music Ltd./Rush Groove Music (ASCAP)/WB Music Corp. (ASCAP)/WB Music Corp. o/b/o itself and Webo Girl Publishing, Inc./Miss Bessie Music/Skyfish Music (ASCAP)/Reach Global Songs (BMI)/Universal Music Publishing (BMI).
Track 12:
- Produced [...] for KonMan Productions.
- Recorded and mixed [...] for Loreal, Inc.
- Recorded and mixed assistant [...] for Blessed One Entertainment.
- Recorded and mixed at Baseline Studios, NYC.
''Lucifer'' contains a sample of the recording [url=http://http://www.discogs.com/release/552363]I Chase The Devil[/url] as performed by Max Romeo. ℗ 1976 The Island Def Jam Music Group. Courtesy of The Island Def Jam Music Group under license from Universal Music Enterprises. All rights reserved. Written by H. Perry and M. Smith. Used courtesy of Universal Songs of PolyGram Inc. (BMI).
Published by: EMI April Music Inc./Carter Boys Music (ASCAP)/Ye World Music (ASCAP)/Universal Songs of PolyGram Inc. (BMI).
Track 13:
- Produced [...] for Star Trak Entertainment.
- Recorded and mixed [...] for Loreal, Inc.
- Recorded and mixed at Baseline Studios, NYC.
Published by: EMI April Music Inc./Carter Boys Music (ASCAP)/Chase Chad Music/EMI Blackwood Music, Inc. (ASCAP)/Waters of the Nazareth Publishing (BMI)/EMI Blackwood Music, Inc.
Track 14:
- Produced [...] for HHH Artists, Inc.
- Recorded and mixed [...] for Loreal, Inc.
- Recorded and mixed assistant [...] for Blessed One Entertainment.
- Recorded and mixed at Baseline Studios, NYC.
''My 1st Song'' contains a sample of ''Tu y Tu Mirar...Yo y Mi Cancion'' written by G. de La Fuente, published by Beechwood Music Corp. (BMI). Interpreted by Los Angeles Negros by courtesy of EMI Music Chile. ''My 1st Song'' contains a vocal portion by Christopher Wallace p/k/a Notorious B.I.G. Courtesy of the Estate of Christopher Wallace.
Published by: EMI April Music Inc./Carter Boys Music (ASCAP)/Copyright Control/Beechwood Music Corp. (BMI).
All tracks Mastered [...] at Masterdisk, NYC.
Sample Clearance Agent [...] for Sample Clearance Ltd.
℗© 2003 Roc-A-Fella Records, LLC Manufactured by The Island Def Jam Music Group. Marketed by Roc-A-Fella Records and The Island Def Jam Music Group. Distributed by Universal Music & Video Distribution Corp. Printed in the U.S.A. Made in the U.S.A.
Roc-A-Fella Records