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Title
Time
1
Intro
Producer – James Lackey, Usher Raymond
00:46
2
Yeah!
Backing Vocals – Usher
Backing Vocals [Additional Background Vocals] – Lil' Jon, Sean Garrett
Bass – LaMarquis Jefferson
Consultant [A&R Consultant] – Shakir Stewart
Coordinator [Production Coordinator] – Delicia Hassan
Engineer [Assisted By] – Sean Tallman
Featuring – Lil' Jon, Ludacris
Keyboards [Additional Keyboards] – L-Roc
Mixed By – John Frye, Jonathan "Lil' Jon" Smith
Producer – Jonathan "Lil' Jon" Smith
Producer [Vocals Produced By] – Sean Garrett
Recorded By – Donnie Scantz, Mark Vinten, The Trak Starz
Written-By – Chris Bridges, James Phillips (2), Jonathan Smith, LaMarquis Jefferson, Patrick J. Que Smith, Robert McDowell (2), Sean Garrett
04:10
3
Throwback
Guitar – E-Bass, Ken Lewis
Mixed By – Ken Lewis
Performer [Samples From "You're Gonna Need Me"] – Dionne Warwick
Producer – Just Blaze
Recorded By – Blake Eisman, Ken Lewis, Ryan West
Written-By – Brian Holland, Edward Holland, Justin Smith (3), Lamont Dozier, Patrick J. Que Smith, Richard Wylie, Richard P. Butler, Jr.
Written-By [Excerpts From "You're Gonna Need Me"] – Brian Holland, Edward Holland, Lamont Dozier, Richard Wylie
04:01
4
Confessions (Interlude)
Producer – Aaron Spears, Arthur Strong, Juan Johnny Najera, Usher Raymond, Valdez Brantley
01:15
5
Confessions Part II
Co-producer – Bryan Michael Cox
Engineer [Assisted By] – John Horesco IV, Tadd Mingo
Mixed By – Jermaine Dupri, Phil Tan
Producer – Jermaine Dupri
Recorded By – Brian Frye, John Horesco IV
Written-By – Bryan Michael Cox, Jermaine Dupri, Usher Raymond
03:49
6
Burn
Co-producer – Bryan Michael Cox
Engineer [Assisted By] – John Horesco IV, Tadd Mingo
Mixed By – Jermaine Dupri, Phil Tan
Producer – Jermaine Dupri
Recorded By – Brian Frye
Written-By – Bryan Michael Cox, Jermaine Dupri, Usher Raymond
04:15
7
Caught Up
Mixed By – Andre Harris (2), Jon Smeltz, Vidal Davis
Producer – Andre Harris & Vidal Davis
Producer [Vocal Production] – Jason Boyd, Ryan Toby
Recorded By – Vince DeLorenzo
Written-By – Andre Harris (2), Jason Boyd, Ryan Toby, Vidal Davis
03:44
8
Superstar (Interlude)
Producer – Aaron Spears, Arthur Strong, Juan Johnny Najera, Usher Raymond, Valdez Brantley
01:04
9
Superstar
Mixed By – Andre Harris (2), Jon Smeltz, Vidal Davis
Performer [Samples From "Mack's Stroll/The Getaway (Chase Scene)"] – Willie Hutch
Producer – Andre Harris & Vidal Davis
Producer [Vocal Production] – Jason Boyd, Ryan Toby
Recorded By – Vince DeLorenzo
Written-By – Andre Harris (2), Jason Boyd, Nyticka Hemingway, Ryan Toby, Usher Raymond, Vidal Davis, Willie Hutch
Written-By [Portions Of "Mack's Stroll/The Getaway (Chase Scene)"] – Willie Hutch
03:28
10
Truth Hurts
Backing Vocals – Tony "Prof" Tolbert, Usher
Bass, Drums, Percussion, Scratches, Synthesizer [Moog Bass], Guitar – IZ
Co-producer – Bobby Ross Avila & Iz
Electric Organ [Wurlitzer], Guitar, Strings, Scratches – Bobby Ross Avila
Engineer [Additional Pro Tools Engineer] – John Hanes
Engineer [Assisted By] – Ghian Wright, Tim Roberts
Mixed By – Serban Ghenea
Producer – Jimmy Jam & Terry Lewis
Recorded By – Ian Cross, Matt Marrin
Written-By – Bobby Ross Avila, Issiah J. Avila, James Harris III, Terry Lewis, Usher Raymond
03:51
11
Simple Things
Backing Vocals – Bobby Ross Avila, Darcy Aldridge, Usher
Bass – James "Big Jim" Wright
Co-producer – Bobby Ross Avila & Iz
Drums, Percussion – IZ
Electric Piano [Rhodes] – Jimmy Jam
Engineer [Additional Pro Tools Engineer] – John Hanes
Engineer [Assisted By] – Tim Roberts
Mixed By – Serban Ghenea
Piano, Guitar, Keyboards – Bobby Ross Avila
Producer – Jimmy Jam & Terry Lewis
Recorded By – Matt Marrin
Written-By – Bobby Ross Avila, Issiah J. Avila, James Harris III, Terry Lewis, Usher Raymond
04:57
12
Bad Girl
Backing Vocals – Tony "Prof" Tolbert, Usher
Co-producer – Bobby Ross Avila & Iz
Drum Programming [Additional Drum Programming], Guitar, Keyboards – Bobby Ross Avila
Engineer [Additional Pro Tools Engineer] – John Hanes
Engineer [Assisted By] – Tim Roberts
Guitar – Daniel Marino (2)
Mixed By – Serban Ghenea
Percussion, Scratches – IZ
Producer – Destro Music, Jimmy Jam & Terry Lewis
Recorded By – Matt Marrin
Recorded By [Additional Recording By] – Dante "Destro" Barton
Written-By – Bobby Ross Avila, Dante Barton, Issiah J. Avila, James Harris III, Terry Lewis, Usher Raymond, Wil Guice
04:21
13
That's What It's Made For
Backing Vocals – Patrice "ButtaPHly" Stewart, Usher
Bass, Drums, Percussion, Keyboards – IZ
Co-producer – Bobby Ross Avila & Iz, James "Big Jim" Wright
Electric Organ [Wurlitzer] – James "Big Jim" Wright
Engineer [Additional Pro Tools Engineer] – John Hanes
Engineer [Assisted By] – Tim Roberts
Mixed By – Serban Ghenea
Producer – Jimmy Jam & Terry Lewis
Recorded By – Matt Marrin
Synthesizer [Moog Bass], Keyboards – Bobby Ross Avila
Written-By – Bobby Ross Avila, Issiah J. Avila, James Q. Wright, James Harris III, Terry Lewis, Usher Raymond
04:37
14
Can U Handle It?
Backing Vocals – Paula Patton, Usher
Instruments [All Instruments] – Pro J, Thicke
Keyboards [Additional Keyboards] – Larry Cox (2)
Mixed By – Manny Marroquin
Producer – Pro J, Thicke
Recorded By – Pro J
Written-By – James Gass, Robert Daniels (2), Robin Thicke, Usher Raymond
05:45
15
Do It To Me
Co-producer – Bryan Michael Cox
Engineer [Assisted By] – John Horesco IV, Tadd Mingo
Mixed By – Phil Tan
Producer – Jermaine Dupri
Recorded By – Bryan Frye
Written-By – Bryan Michael Cox, Jermaine Dupri, Usher Raymond
03:53
16
Take Your Hand
Instruments [All Instruments] – Rich Harrison
Mixed By – Tony Maserati
Performer [Samples From "Is There A Place For Me?"] – Harold Melvin & The Blue Notes
Producer – Rich Harrison
Recorded By – Kevin "KD" Davis
Written-By – Gene McFadden, John Whitehead, Leon Huff, Rich Harrison, Usher Raymond
Written-By [Elements Of "Is There A Place For Me?"] – Gene McFadden, John Whitehead, Leon Huff
03:03
17
Follow Me
Mixed By – Andre Harris (2), Jon Smeltz, Vidal Davis
Producer – Andre Harris & Vidal Davis
Producer [Vocal Production] – Jason Boyd, Ryan Toby
Recorded By – Vince DeLorenzo
Written-By – Andre Harris (2), Jason Boyd, Ryan Toby, Vidal Davis
03:31