1 Little Kidz 0:48
2 Little Man's Bangin Lude 2:36
3 What's So Different?Engineer [Assistant] – Todd WachsmuthMixed By – Jimmy Douglass, TimbalandProducer – TimbalandRecorded By – Senator Jimmy D*Written-By – Bobby Hart-Thomas Boyce*, Elgin Lumpkin, Tim Mosley* 3:55
4 So AnxiousBacking Vocals – Static (5)Bass Guitar – Danté Nolen*Engineer [Assistant] – Todd WachsmuthGuitar – Bill PettawayMixed By – Jimmy Douglass, TimbalandProducer – TimbalandRecorded By – Senator Jimmy D*Written-By – Benjamin Bush, Stephen Garrett, Tim Mosley* 4:36
5.1 None Of Ur Friends BusinessEngineer [Assistant] – Todd WachsmuthMixed By – Jimmy Douglass, TimbalandProducer – TimbalandRecorded By – Senator Jimmy D*Strings – Craig BrockmanWritten-By – Elgin Lumpkin, Tim Mosley* 4:47
5.2 Interlude 1 1:18
6 Wait A MinuteBacking Vocals – Ginuwine, Static (5)Engineer [Assistant] – Todd WachsmuthMixed By – Jimmy Douglass, TimbalandProducer – TimbalandRecorded By – Senator Jimmy D*Written-By – Elgin Lumpkin, Tim Mosley* 4:42
7 I KnowBacking Vocals – Mookie (2)Co-producer – GinuwineDrums, Guitar, Bass Guitar, Keyboards – Jonathan "Mookie" Morant*Engineer [Assistant] – Alan ArmitageMixed By – Jimmy DouglassProducer – Jonathan "Mookie" Morant*Recorded By – Joe Smith (2), Tommie Hicks, Jr.*Written-By – Elgin Lumpkin, Jonathan Morant 4:13
8.1 Do You RememberBacking Vocals – Gina (32), Louise WestEngineer [Assistant] – Todd WachsmuthMixed By – Jimmy Douglass, TimbalandProducer – TimbalandRecorded By – Senator Jimmy D*Written-By – Brian May, Elgin Lumpkin, Tim Mosley* 4:11
8.2 Interlude 2 1:58
9 No. 1 FanBacking Vocals – Ginuwine, Static (5)Bass Guitar – Danté Nolen*Engineer [Assistant] – Todd WachsmuthMixed By – Jimmy Douglass, TimbalandProducer – TimbalandRecorded By – Senator Jimmy D*Written-By – Stephen Garrett, Tim Mosley* 4:19
10.1 Final WarningBacking Vocals – Aaliyah, Static (5)Bass Guitar – Danté Nolen*Engineer [Assistant] – Todd WachsmuthFeaturing – AaliyahGuitar – Jimmy DouglassLead Vocals – Aaliyah, GinuwineMixed By – Jimmy Douglass, TimbalandProducer – TimbalandRecorded By – Senator Jimmy D*Written-By – Stephen Garrett, Tim Mosley* 5:05
10.2 Interlude 3 2:18
11 I'm Crying OutEngineer [Assistant] – Todd WachsmuthGuitar – Bill Pettaway, Dave Foreman*Mixed By – Jimmy Douglass, TimbalandProducer – TimbalandRecorded By – Senator Jimmy D*Strings – Craig BrockmanVocals – Elsie Muniz, GinuwineWritten-By – Elgin Lumpkin, Tim Mosley* 5:12
12 Two Sides To A StoryEngineer [Assistant] – Todd WachsmuthMixed By – Jimmy Douglass, TimbalandProducer – TimbalandRecorded By – Senator Jimmy D*Written-By – Elgin Lumpkin, Tim Mosley* 5:01
13 Same Ol' GEngineer [Assistant] – Todd WachsmuthGuitar – Jimmy DouglassMixed By – Jimmy Douglass, TimbalandProducer – TimbalandRecorded By – Senator Jimmy D*Written-By – Jimmy Douglass, Stephen Garrett, Tim Mosley* 4:19
14.1 All Nite All DayEngineer [Assistant] – Solomon JacksonProducer – Teddy BishopRecorded By – Kevin HicksWritten-By – Elgin Lumpkin, Johnta' Austin*, Teddy Bishop 4:00
14.2 Interlude 4 2:02
15 Toe 2 ToeEngineer [Assistant] – Todd WachsmuthMixed By – Jimmy Douglass, TimbalandProducer – TimbalandRecorded By – Senator Jimmy D*Written-By – Elgin Lumpkin, Tim Mosley* 2:14
16 She's Out Of My LifeConductor [String Section], Arranged By [String Section] – Giovanni Christian MorantDrums, Guitar, Bass Guitar – Jonathan "Mookie" Morant*Electric Piano [Rhodes] – Shaun FisherEngineer [Assistant] – Alan ArmitageProducer – Jonathan "Mookie" Morant*Recorded By – Joe Smith (2), Tommie Hicks, Jr.*Soprano Saxophone, Flute – "Obie" Morant*Strings – Doug Pritchard, Jenny Rudberg*, Lisa Ferigno*, Norma HuffWritten-By – Tom Bahler 4:00