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| A1 | Street Level Entrance | 1:52 |
| A2 | Get At Me | 4:08 |
| A3 | Diggin' U Out | 4:48 |
| A4 | Safe + Sound | 4:49 |
| B1 | Somethin' 4 Tha Mood | 5:55 |
| B2 | Don't You Eat It! | 1:07 |
| B3 | Can I Eat It? | 5:00 |
| B4 | Itz Your Fantasy | 4:23 |
| C1 | Tha Ho In You | 4:44 |
| C2 | Dollaz + Sense | 5:53 |
| C3 | Let You Havit | 3:40 |
| C4 | Summer Breeze | 4:30 |
| D1 | Quik's Groove III | 2:37 |
| D2 | Sucka Free | 2:11 |
| D3 | Keep Tha "P" In It | 5:25 |
| D4 | Hoorah 4 Tha Funk (Reprise) | 2:11 |
| D5 | Tanqueray |
Art Direction, Design – Rebecca Meek
Lacquer Cut By – Pete Norman
Management – Suge Knight
Mastered By – Herb "The Pump" Powers
Remastered By – Simon Francis
Lacquer Cut By – Pete Norman
Management – Suge Knight
Mastered By – Herb "The Pump" Powers
Remastered By – Simon Francis
Made In Europe.
2022 Be With reissue. Restored for this reissue is the CD’s hidden bonus track “Tanqueray”. The Reissue recreates the original’s promo-style silver-sticker and plain black jacket.
"Get At Me" contains portions of "Rigor Mortis" performed by Cameo. Used under license from Polygram Special Markets, a division of Polygram Group Distribution, Inc. Also contains portions of "Conscience" performed by Sun (7). Used courtesy of Capitol Records, Inc.
"Diggin U Out" contains elements of "The Incredible Folk" performed by Blowfly. Used courtesy of Pandisc Records.
"Somethin 4 The Mood" contains portions of "I didn't Come Percussion" performed by George Clinton. Used courtesy of Paul Productions, Inc.
"Let You Havit" contains elements from "Long Stroke" performed by ADC Band. Used courtesy of Cotillion/Atlantic Records, by arrangement with Warner Special Products, Inc.
"Summer Breeze" contains elements from "You Like Me Don't You" performed by Jermaine Jackson. Used courtesy of Motown Records, b arrangement with Polygram Special Markets, a division of Polygram Group Distribution, Inc.
"Sucka Free" contains elements of "Shack Up" performed by Banbarra. Used courtesy of R.K. Massengill.
2022 Be With reissue. Restored for this reissue is the CD’s hidden bonus track “Tanqueray”. The Reissue recreates the original’s promo-style silver-sticker and plain black jacket.
"Get At Me" contains portions of "Rigor Mortis" performed by Cameo. Used under license from Polygram Special Markets, a division of Polygram Group Distribution, Inc. Also contains portions of "Conscience" performed by Sun (7). Used courtesy of Capitol Records, Inc.
"Diggin U Out" contains elements of "The Incredible Folk" performed by Blowfly. Used courtesy of Pandisc Records.
"Somethin 4 The Mood" contains portions of "I didn't Come Percussion" performed by George Clinton. Used courtesy of Paul Productions, Inc.
"Let You Havit" contains elements from "Long Stroke" performed by ADC Band. Used courtesy of Cotillion/Atlantic Records, by arrangement with Warner Special Products, Inc.
"Summer Breeze" contains elements from "You Like Me Don't You" performed by Jermaine Jackson. Used courtesy of Motown Records, b arrangement with Polygram Special Markets, a division of Polygram Group Distribution, Inc.
"Sucka Free" contains elements of "Shack Up" performed by Banbarra. Used courtesy of R.K. Massengill.
Barcode (Scanned) – 4251804125345
Barcode (Text) – 4 251804 125345
Matrix / Runout (side A) – 32236 1A BEWITH 095 LP.A
Matrix / Runout (side B) – 32236 1B BEWITH 095 LP.B
Matrix / Runout (side C) – 32236 1C BEWITH 095 LP.C
Matrix / Runout (side D) – 32236 1C BEWITH 095 LP.C
Barcode (Text) – 4 251804 125345
Matrix / Runout (side A) – 32236 1A BEWITH 095 LP.A
Matrix / Runout (side B) – 32236 1B BEWITH 095 LP.B
Matrix / Runout (side C) – 32236 1C BEWITH 095 LP.C
Matrix / Runout (side D) – 32236 1C BEWITH 095 LP.C