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Title
Time
1
3D (Intro)
Backing Vocals – Chilli (2), Debra Killings, Tionne "T-Boz" Watkins
Engineer [Assistant Mix] – Dion Peters
Engineer [Assistant] – Paul Sheehy, Tim Lauber
Mixed By – Kevin "KD" Davis
Producer, Arranged By, Written-By – Dallas Austin
Recorded By – Carlton Lynn, Rick Sheppard
Sound Designer [MIDI & Sound Design] – Rick Sheppard
Vocals [Additional] – Jasper Cameron, Marde Johnson, Sharliss Asbury, Tierra Johnson
02:25
2
Quickie
Backing Vocals – Chilli (2), Debra Killings, Tionne "T-Boz" Watkins
Backing Vocals [Additional] – Cindy Pace
Engineer [Assistant Mix] – Dion Peters
Engineer [Assistant] – Christine Sirois, Paul Sheehy
Mixed By – Kevin "KD" Davis
Producer, Arranged By – Dallas Austin
Recorded By – Carlton Lynn, Rick Sheppard
Written-By – Dallas Austin, Lisa "Left Eye" Lopes, Tionne "T-Boz" Watkins
04:19
3
Girl Talk
Backing Vocals – Chilli (2), Debra Killings, Tionne "T-Boz" Watkins
Engineer [Assistant Mix] – Dion Peters
Engineer [Assistant] – Steve Fisher
Mixed By – Kevin "KD" Davis
Producer, Instruments [All] – Eddie Hustle
Recorded By – Josh Butler, Leslie Brathwaite
Written-By – Anita McCloud, Edmund Clement, Kandi Burruss, Lisa "Left Eye" Lopes, Tionne "T-Boz" Watkins
03:35
4
Turntable
Backing Vocals – Chilli (2), Debra Killings, Tionne "T-Boz" Watkins
Bass – Debra Killings
Drums [Drum Overdubs] – Alex Greggs, Rodney Jerkins
Engineer [Assistant] – Steve Fisher
Guitar – Danny O'Donough, Tomi Martin
Mixed By – Leslie Brathwaite, Rodney Jerkins
Producer, Producer [Vocal Production], Music By [All Music] – Rodney Jerkins
Programmed By [Digital Programming] – Riprock N Alex G
Recorded By – Fabian Marasciullo, Leslie Brathwaite, Mark "DJ Exit" Goodchild
Written-By – Daniel Moore (3), Fred Jerkins, Lashawn Daniels, Rodney Jerkins, Tionne "T-Boz" Watkins, Tomi Martin
03:25
5
In Your Arms Tonight
Backing Vocals – Chilli (2), Tionne "T-Boz" Watkins
Engineer [Assistant Mix] – John Horesco IV
Engineer [Assistant] – Cedric Anderson, Frannie Graham
Instruments [All] – Chad Hugo, Pharrell Williams
Mixed By – Phil Tan
Producer – The Neptunes
Recorded By – Andrew "Drew" Coleman, Brian Garten
Written-By – Pharrell Williams
04:25
6
Over Me
Backing Vocals – Debra Killings
Mixed By – Jean-Marie Horvat, Rodney Jerkins
Producer, Producer [Vocal Production], Music By [All Music] – Rodney Jerkins
Rap – Lisa "Left Eye" Lopes
Recorded By – Fabian Marasciullo, Leslie Brathwaite, Mark "DJ Exit" Goodchild
Vocals [Intro Vocals] – Rodney Jerkins, Tron Austin
Written-By – Chilli (2), Daniel Moore (3), Kenisha Pratt, Lisa "Left Eye" Lopes, Rodney Jerkins, Tyrell Bing
04:17
7
Hands Up
Backing Vocals – Chilli (2), Debra Killings, Tavia Ivey, Tionne "T-Boz" Watkins
Coordinator [Production Coordinator] – Ivy Skoff
Engineer [Assistant Mix] – Tim Roberts
Engineer [Assistant] – Craig Taylor (2)
Engineer [Pro Tools] – John Hanes
Keyboards, Drum Programming, Electric Guitar, Acoustic Guitar – Babyface
Mixed By – Serban Ghenea
Producer, Written-By – Babyface, Daryl Simmons
Recorded By – Paul Boutin
03:49
8
Damaged
Backing Vocals – Chilli (2), Debra Killings, Tionne "T-Boz" Watkins
Bass – Colin Wolfe
Drums – Sigurdur Birkis, Tom Knight
Engineer [Assistant Mix] – Dion Peters
Engineer [Assistant] – Doug Harms, Paul Sheehy, Victor McCoy
Engineer [Pro Tools] – Carlton Lynn
Guitar – Tony Reyes
Mixed By – Kevin "KD" Davis
Producer, Arranged By – Dallas Austin
Recorded By – Carlton Lynn, Rick Sheppard
Scratches – DJ Ruckus
Sound Designer [MIDI & Sound Design] – Rick Sheppard
Written-By – Dallas Austin, Tionne "T-Boz" Watkins
03:51
9
Dirty Dirty
Backing Vocals – Bill Diggins, Chase Rollison, Chilli (2), Lester Finnel, Marde Johnson, Mark Pitts, Missy Elliott, Shawn Beasley, Tionne "T-Boz" Watkins
Mixed By – Jimmy Douglas, Timbaland
Producer – Missy Elliott, Timbaland
Recorded By – Carlos "El Loco" Bedoya
Written-By – Missy Elliott, Tim Mosley
03:40
10
So So Dumb
Backing Vocals – Chilli (2), Debra Killings, Tionne "T-Boz" Watkins
Co-producer, Drum Programming – Jake & The Phatman
Coordinator [Production Coordinator] – Anette Sharvit
Engineer [Assistant Mix] – John Tanksley
Engineer [Assistant] – Tim Lauber
Keyboards – Kelvin Wooten
Mixed By – Gerry "The Gov" Brown
Producer, Guitar, Bass – Raphael Saadiq
Recorded By – Leslie Brathwaite
Written-By – Bobby Ozuna, Glenn Standridge, Raphael Saadiq, Tionne "T-Boz" Watkins
04:06
11
Good Love
Backing Vocals – Chilli (2), Tionne "T-Boz" Watkins
Engineer [Assistant Mix] – Dion Peters
Engineer [Assistant] – Steve Fisher
Mixed By – Kevin "KD" Davis
Producer, Instruments [All] – Eddie Hustle
Recorded By – Josh Butler, Leslie Brathwaite
Written-By – Edmund Clement, Kandi Burruss
04:12
12
Hey Hey Hey Hey
Backing Vocals – Chilli (2), Debra Killings, Tionne "T-Boz" Watkins
Engineer [Assistant] – Cory Williams, Steve Fisher
Mixed By – Jean-Marie Horvat, Rodney Jerkins
Producer, Producer [Vocal Production], Music By [All Music], Vocals [Intro] – Rodney Jerkins
Recorded By – Fabian Marasciullo, Leslie Brathwaite, Mark "DJ Exit" Goodchild, Steve Fisher
Written-By – Kandi Burruss, Rodney Jerkins, Tionne "T-Boz" Watkins
04:05
13
Give It To Me While It's Hot
Arranged By [Vocal Arrangement] – Marqueze Ethridge, Chanz Parkman
Backing Vocals – Chilli (2), Debra Killings, Tionne "T-Boz" Watkins
Bass – Shorty B
Drum Programming, Programmed By [Music] – Organized Noize
Mixed By – Serban Ghenea
Producer, Arranged By – Organized Noize Productions
Recorded By – John Frye, Morgan Garcia, Sean Davis
Written-By – Chilli (2), Lisa "Left Eye" Lopes, Marqueze Ethridge, Marvin Parkman, Pat Brown, Ray Murray, Rico Wade, Stewart Jordan
03:30