1. Intro
Produced by Sean "Puffy" Combs for Bad Boy Entertainment
Recorded & Mixed by Bassy Bob Brockman at The Hit Factory, New York
Contains samples of "Super Fly" performed and written by Curtis Mayfield, published by Warner-Tamerlane (BMI). Courtesy of Custom Records
Contains samples of "Rappers Delight" performed by Sugar Hill Gang, written by S. Robinson, H. Jackson, M. Wright, G. O'Brien, published by Sugar Hill Music, Inc. (BMI). Courtesy of Sugar Hill Records
Contains samples of "Top Billin'" performed by Audio Two, written by N. Robinson, K. Robinson, published by First Priority Music, adm. by MCA Music. Courtesy of Atlantic East/West Records by arrangement with Warner Special Products

2. Things Done Changed
(C. Wallace, D. Owens, K. Scott)
Big Poppa Music/Justin Combs Publishing adm. by EMI April Music (ASCAP), Next Class Music (BMI)
Produced by Darnell Scott for Hi-Class Productions
Recorded & Mixed by Bassy Bob Brockman at Soundtrack Recording Studio, New York

3. Gimme the Loot
(C. Wallace, O. Harvey, K. Elam, C. Martin, F. Scruggs, K. Jones, T. Taylor, K. Fareed, J. Jackson, B. Higgins, M. Taylor, A. Jones-Muhammad, T. Smith)
Big Poppa Music, Justin Combs Publishing adm. by EMI-April (ASCAP), Bee Mo Easy Music adm by EMI-April Music (ASCAP), Almo Irving Music Corporation (ASCAP), Zomba Enterprises Inc.(ASCAP), Zomba Songs Inc.(BMI), Ensign Music LLC (BMI), Bridgeport Music Inc. (BMI)
Produced by Easy Mo Bee for Bee Mo Easy Productions
Recorded & Mixed by Greg Pinto at The Hit Factory, New York
Contains samples of "Just to Get a Rep" performed by Gangstarr, written by Keith Elam and Chris Martin. Published by Almo/Irving. Courtesy of Chrysalis Music
Contains samples of "Throw Ya Gunz" performed by Onyx written by F. Scruggs, K. Jones, T. Taylor, C. Parker published by Zomba Enterprises Inc. (ASCAP) and Zomba Songs Inc (BMI)
Contains elements of "Scenario" performed by A Tribe Called Quest written by K. Fareed, J. Jackson, B. Higgins, M. Taylor, A. Jones-Muhammad, T. Smith, published by Zomba Enterprises (ASCAP), Ensign Music LLC (BMI)
"Gimme the Loot" contains elements from "Singing In the Morning" (Leroy Bonner/Andrew Noland/Ralph Middlebrows/Marshall E. Jones/Walter Morrison/Gregory Webster) - Bridge port Music Inc. (BMI), Westbound Records, Inc. - used with permission

4. Machine Gun Funk
(C. Wallace, O. Harvey, M. Williams, A. Wardrick, D. Kelly, K. Hansford, C. Martin, K. Elam)
Big Poppa Music/Justin Combs Publishing adm. by EMI April Music (ASCAP), Bee Mo Easy Music adm. by EMI-April Music (ASCAP), Marley Marl Music, L.O.T.U.G. Music adm. by EMI-April (ASCAP), Ghetto Man Music (ASCAP), Almo Irving Music (ASCAP)
Produced by Easy Mo Bee for Bee Mo Easy Productions
Recorded by Bassy Bob Brockman at Soundtrack Recording Studio, New York
Mixed by Rich Keller at Sony Studios, New York, NY
Mix assistant: Alonzo Vargas
Contains samples of "Chief Rocka" performed by Lords of the Underground, written by M. Williams, A. Wardrick, D. Kelly, K. Hansford, C. Martin and K. Elam. Published by Marley Marl Music, L.O.T.U.G. Music adm. by EMI-April (ASCAP), Ghetto Man Music (ASCAP) and Almo Irving Music (ASCAP). Used courtesy of EMI Music Group
5. Warning
(C. Wallace, O. Harvey, H. David, B. Bacharach)
Big Poppa Music/Justin Combs Publishing adm. by EMI April Music (ASCAP), Bee Mo Easy Music adm. by EMI-April Music (ASCAP), Casa David (ASCAP), New Hidden Valley Music (ASCAP)
Produced by Easy Mo Bee for Bee Mo Easy Productions
Recorded & Mixed by Rich Travali at Sound on Sound Recordings, Inc., New York
Contains samples of "Walk On By" performed by Isaac Hayes, written by Hal David and Burt Bacharach, published by Casa David (ASCAP) and New Hidden Valley Music (ASCAP). Courtesy of Stax/Fantasy Records

6. Ready to Die
(C. Wallace, O. Harvey, S. Combs, B. Mason)
Big Poppa Music/Justin Combs Publishing adm. by EMI April Music (ASCAP), Bee Mo Easy Music adm. by EMI-April Music (ASCAP), Justin Combs Publishing adm. by EMI April Music (ASCAP), Jamie Music (BMI)
Produced by Easy Mo Bee for Bee Mo Easy Productions
Recorded by Mario Rodriguez at Soundtrack Recording Studio, New York
Mixed by Rich Keller at Sony Studios, New York, NY
Mix assistant: Alonzo Vargas
Contains elements of "Yes, I'm Ready" written by B. Mason, published by Jamie Music Co. (BMI)

7. One More Chance
(C. Wallace, S. Combs, C. Thompson, N. Glover, R. Ellis)
Big Poppa Music/Justin Combs Publishing adm. by EMI April Music (ASCAP), Justin Combs Publishing adm. by EMI April Music (ASCAP), Ninth Street Tunnel Music adm. by Sony ATV Songs LLC (BMI), Distant Beats (BMI)
Produced by Norman & Digga/Bluez Brothers, Carl "Chucky" Thompson and Sean "Puffy" Combs for Bad Boy Entertainment, Inc
Recorded & Mixed by Rich Travali at The Hit Factory, New York
Instruments: Carl "Chucky" Thompson

8. Fuck Me (Interlude)
(C. Wallace, S. Combs)
Big Poppa Music/Justin Combs Publishing adm. by EMI-April Music (ASCAP), Justin Combs Publishing adm. EMI April (ASCAP)
Produced by Sean "Puffy" Combs for Bad Boy Entertainment, Inc
Recorded & Mixed by "Prince Charles" Alexander at The Hit Factory, New York
9. The What
Performed by The Notorious B.I.G. and Method Man
(C. Wallace, O. Harvey, C. Smith)
Big Poppa Music, Justin Combs Publishing adm. by EMI-April (ASCAP), Bee Mo Easy Music adm. by EMI-April Music (ASCAP), Razor Sharp Music (BMI)
Produced by Easy Mo Bee for Bee Mo Easy Productions
Recorded & Mixed by Bill Esses at The Hit Factory, New York
Method Man appears courtesy of Def Jam Recordings

10. Juicy
(C. Wallace, S. Combs, J. Oliver, J. Mtume)
Big Poppa Music, Justin Combs Publishing adm. by EMI-April (ASCAP), Justin Combs Publishing adm. EMI-April Music (ASCAP), Jumping Beans Songs LLC o/b/o 12 & Under (BMI), Mtume Publishing (BMI)
Produced by Jean "Poke" Oliver for Track-Masters Productions, Inc. and Sean "Puffy" Combs for Bad Boy Entertainment, Inc
Recorded & Mixed by Mario Rodriguez at The HIt Factory, New York
Additional vocals by Total
Contains samples of "Juicy Fruit" performed by Mtume written by James Mtume, published by Mtume Publishing (BMI). Courtesy of Sony Music

11. Everyday Struggle
(C. Wallace, N. Glover, R. Ellis, D. Grusin, H. Mason)
Big Poppa Music/Justin Combs Publishing adm. by EMI April Music (ASCAP), Distant Beats (BMI), Masong Music (ASCAP)
Produced by Norman & Digga/Bluez Brothers
Recorded and Mixed by Rich Travali at The Hit Factory, New York
Contains samples of "Either Way" performed and written by D. Grusin, H. Mason, published by Masong Music (ASCAP). Courtesy of Arista/GRP

12. Me & My Bitch
(C. Wallace, S. Combs, C. Thompson, N. Glover, R. Ellis)
Big Poppa Music/Justin Combs Publishing adm. by EMI April Music (ASCAP), Justin Combs Publishing adm. by EMI April Music (ASCAP), Ninth Street Tunnel Music adm. by Sony ATV Songs LLC (BMI), Distant Beats (BMI)
Produced by Norman & Digga/Bluez Brothers, Carl "Chucky" Thompson and Sean "Puffy" Combs for Bad Boy Entertainment, Inc
Recorded by John Wydrycs at Chung King House of Metal, New York
Mixed by Rich Travali at The Hit Factory, New York
Instruments by Carl "Chucky" Thompson
Woman's voice: Sybil Pennix
13. Big Poppa
(C. Wallace, R. Isley, R. Isley, O. Isley, E. Isley, M. Isley, C. Jasper)
Big Poppa Music, Justing Combs Publishing adm. by EMI April (ASCAP), Bovina Music Inc. adm. by EMI-April Music (ASCAP)
Produced by Carl "Chucky" Thompson and Sean "Puffy" Combs for Bad Boy Entertainment, Inc
Recorded & mixed by Rich Travail at The Hit Factory, New York
Contains samples of "Between the Sheets" performed by The Isley Brothers written by R. Isley, R. Isely, O. Isley, E. Isley, M. Isley, C. Jasper, published by Bovina Music Inc. adm. by EMI-April Music (ASCAP). Courtesy of Sony Records

14. Respect
(C. Wallace, D. King, H. Casey)
Big Poppa Music/Justin Combs Publishing adm. by EMI April Music (ASCAP), Diana King Publishing adm. by Masong Music, EMI Longitude Music (BMI)
Produced by Jean "Poke" Oliver for Track-Masters Productions, Inc. and Sean "Puffy" Combs for Bad Boy Entertainment, Inc
Recorded & Mixed by Mario Rodriguez at The Hit Factory
Additional vocals by Diana King
Contains samples of "I Get Lifted" performed by George McCrae, written by H. Casey, published by EMI Longitude Music (BMI). Courtesy of 3 Deep Records/Rhino

15. Friend of Mine
(C. Wallace, O. Harvey, B. Mambo, R. Bell D. Boyce, R. Mickens, O. Nash, R. Westfield, D. Thomas, G. Brown, C. Smith)
Big Poppa Music/Justin Combs Publishing adm. by EMI April Music (ASCAP), Bee Mo Easy Music adm. by EMI-April Music (ASCAP), Cititeech, Warner-Tamerlane Publishing Corp. (BMI)
Produced by Easy Mo Bee for Bee Mo Easy Productions
Recorded & Mixed by Bassy Bob Brockman at The Hit Factory, New York
Contains samples of "Vicious" performed and written by Black Mambo, published by Cititeech. Courtesy of Garage Records
Contains samples of "Spirit of the Boogie" performed by Kool & the Gang, written by R. Bell D. Boyce, R. Mickens, O. Nash, R. Westfield, D. Thomas, G. Brown, C. Smith, published by Warner-Tamerlane Publishing Corp. (BMI). Courtesy of Polygram Label Group

16. Unbelievable
(C. Wallace, C. Martin, R. Kelly)
Big Poppa Music, Justin Combs Publishing arm by EMI-April (ASCAP), Gifted Pearl Music Adm. by EMI-April Music (ASCAP), R. Kelly Publishing Inc. adm. by Zomba Songs (BMI)
Produced by DJ Premier For Works of Mart, Inc
Recorded by Norty Cotto. Mixed by Eddie Sancho
Recorded & mixed at D&D Recording Studio, New York
Contains samples and excerpts of "Your Body's Callin'" performed and written by R. Kelly, published by R. Kelly Publishing arm by Zomba Songs (BMI). Courtesy of Jive Records

17. Suicidal Thoughts
(C. Wallace, R. Hall)
Big Poppa Music, Justin Combs Publishing adm. by EMI-April Music (ASCAP), Technician Tunes (ASCAP)
Produced by Lord Finesse for Funky Man Productions
Recorded & mixed by Bassy Bob Brockman at The Hit Factory, New York

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Executive Producer: Sean "Puffy" Combs for Bad Boy Entertainment, Inc
Associate Executive Producer: Mr. Cee
A&R Coordinator: Gwendolyn Watts-Niles
Photography: Butch Bel Air