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| A1 | Intro | 2:28 |
| A2 | Biscuits | 3:24 |
| A3 | Kunta Fly Sh** | 1:00 |
| A4 | Beat The Clock | 2:49 |
| B1 | Metal Lungies | 3:07 |
| B2 | Bathtub (Skit) | 1:35 |
| B3 | Save Me Dear | 3:02 |
| B4 | It's Over | 4:10 |
| C1 | Keisha's House (Skit) | 1:04 |
| C2 | Tush | 3:24 |
| C3 | Last Night (Skit) | 2:31 |
| C4 | Holla | 3:19 |
| C5 | Ghostface | 2:38 |
| D1 | Be This Way | 4:09 |
| D2 | The Letter (Skit) | 1:21 |
| D3 | Tooken Back | 5:03 |
| D4 | Run | 3:19 |
| D5 | Love | 3:38 |
Art Direction, Design – Dawud S. West
Art Direction, Design – Ghostface
Executive Producer – Dennis Coles a/k/a Ghostface Killah
Executive Producer – Kevin Liles
Executive Producer – M. Caruso
Executive Producer [Co-executive] – Scutch
Executive Producer [Co-executive] – Tina M. Davis
Mastered By – Chris Gehringer
Mixed By – Ghostface (1 to 4, 12 to 14)
Mixed By – Stephen "Spidey" Glicken (1 to 4, 7, 8, 12, 13, 14)
Mixed By [Assistant] – Jesse "Walkthruwalls" Ibarra (1, 2, 4, 12)
Other [Additional Photography Styling] – Groovey Lew
Other [Cover Photography Styling] – Monica Morrow
Photography By [Additional] – Hiltron Bailey
Photography By [Additional] – John Francis Peters
Photography By [Cover] – Lenny "Kodak Man" Santiago
Producer [Vocal Production] – Mario Caruso (1 to 5, 7, 8, 10, 12 to 14, 16, 17)
Recorded By – Stephen "Spidey" Glicken (1, 2, 4, 5, 7, 10, 12 to 14, 16 to 18)
Written-By – D. Coles (1 to 5, 7, 8, 10, 12 to 14, 16 to 18)
Art Direction, Design – Ghostface
Executive Producer – Dennis Coles a/k/a Ghostface Killah
Executive Producer – Kevin Liles
Executive Producer – M. Caruso
Executive Producer [Co-executive] – Scutch
Executive Producer [Co-executive] – Tina M. Davis
Mastered By – Chris Gehringer
Mixed By – Ghostface (1 to 4, 12 to 14)
Mixed By – Stephen "Spidey" Glicken (1 to 4, 7, 8, 12, 13, 14)
Mixed By [Assistant] – Jesse "Walkthruwalls" Ibarra (1, 2, 4, 12)
Other [Additional Photography Styling] – Groovey Lew
Other [Cover Photography Styling] – Monica Morrow
Photography By [Additional] – Hiltron Bailey
Photography By [Additional] – John Francis Peters
Photography By [Cover] – Lenny "Kodak Man" Santiago
Producer [Vocal Production] – Mario Caruso (1 to 5, 7, 8, 10, 12 to 14, 16, 17)
Recorded By – Stephen "Spidey" Glicken (1, 2, 4, 5, 7, 10, 12 to 14, 16 to 18)
Written-By – D. Coles (1 to 5, 7, 8, 10, 12 to 14, 16 to 18)
Part of Def Jam Recordings' "Respect The Classics" series.
Barcode (Scanned) – 602547066299