All lead and background vocals by Nicole Scherzinger
Additional background and lead vocals by Carmit Bachar and Melody Thornton
Additional background vocals by Jessica Sutta, Ashley Roberts and Kimberly Wyatt
1. "Don't Cha" featuring Busta Rhymes
(R. Anthony/T. Calloway/T. Smith)
Produced by Cee-Lo Green
Engineered by Ethan Mates
Mixed by Steve Baughman
The Angel City Horns - Trumpet/Horn Contractor: Chris Tedesco
Trumpet: Bill Churchville
Trombone: Nick Lane
Sax: Ray Hurrmann
Guitar: John Goux
Mix A Lot Publishing (BMI)/God Given Music/Notting Hill Music Inc. (BMI)T'Ziah Music/Ensign Music Corp. (BMI)
"Don't cha" contains portions of "Swass" (R. Anthony) Mix A Lot Publishing (BMI). Used by permission. All rights reserved.
Busta Rhymes appears courtesy of Aftermath Entertainment
2. "Beep" featuring Will.I.Am
(W. Adams/K. Dioguardi/J. Lynne)
Produced by Will.I.Am
Additional production & arrangement by Ron Fair for Faircraft, Inc.
Vocals produced by Ron Fair
Pro Tools, Engineering & Additional Programming by Tal Herzberg
Strings arranged & conducted by Ron Fair
Mixed by Dave "Hard Drive" Pusado
Wurlitzer : Ron Fair
Bass: Tal Herzberg
Electric Violin: Charlie Bisharat
Strings: The PCD Orchestra
Vocals recorded by JD Andrew
Strings recorded by Bill Schnee
Additional engineering by Mike "Angry" Eleopoulos
Assistant Mix Engineer: Ariel Chobaz
will.i.am music inc. administered by Cherry River Music Co. (BMI)/K'Stuff Publishing (BMI) administered in the US and Canada by Arthouse Entertainment, outside the US and Canada by EMI Music, LTD./EMI Blackwood Music, Inc. (BMI)
"Beep" featuring Will.I.Am contains a sample of the recording "Evil Woman". Written by Jeff Lynne and performed by Electric Light Orchastra. EMI Blackwood Music, Inc. (BMI) "Evil Woman" used by courtesy Sony BMG Music Entertainment. Used by permission. All rights reserved.
3. "Wait A Minute" featuring Timbaland
(T. Mosely/K. Hilson)
Produced by Timbaland for Timbaland Productions
Vocal production by Keri Hilson
Incidental production by Ron Fair
Horns arranged by Jerry Hey
Mixed by Dave "Hard Drive" Pusado and Ron Fair
Horns: Jerry Hey, Dan Higgins, Gary Grant & Bill Reichenbach
Pro Tools & Engineering by Tal Herzberg
Recorded by Demacio "Demo" Castellon , Marcella Araicia @ Hit Factory Criteria: Miami, FL
Assistant Mix Engineer: Ariel Chobaz
Virginia Beach Music/WB Music Corp. (ASCAP)/Keriokey Music/Universal Music Corp. (ASCAP)
Timbaland appears courtesy of Blackground Records.
4. "Stickwitu"
(F. Golde/K. Livingston/R. Palmer)
Produced, arranged & conducted by Ron Fair for Faircraft, Inc.
Co-produced, Engineered & Pro Tools by Tal Herzberg
Mixed by Peter Mokran @ Record Plant
Original drum Programming: Robert Palmer
Harmonica, Piano & Organ: Ron Fair
Bass: Tal Herzberg
Rhodes: Cori Jacobs & Ron Fair
Strings: The PCD Orchestra
Strings recorded by Allen Sides
Recorded by Mike "Angry" Eleopoulos
Assistant Mix Engineer: Mike Hogue
Franne Gee Music/Warner Tamerlane (BMI)/Dad's Dreamer Music (BMI)/Parchi Music (BMI)
5. "Buttons"
(S. Garrett/J. Jones/J. Perry/N. Scherzinger)
Produced by Polow Da Don , Sean Garrett & Ron Fair for Faircraft, Inc.
Vocals produced by Ron Fair
Track arranged & programmed by Polow Da Don
Additional production by Ron Fair
Pro Tools & Engineering by Tal Herzberg
Co-produced by Tal Herzberg & Young Smoke
Mixed by Dave "Hard Drive" Pusado @Larrabee North
Electric Violin: Charlie Bisharat
Percussion: Luis Conte
Engineering by JD Andrew & Mike "Angry" Eleopoulos
Assistant Mix Engineer: Ariel Chobaz
Team's Dot Publishing (BMI)/Hitco Music (BMI)/All rights on behalf of Team's Dot Publishing and Hitco Music administered by Songs of Windswept Pacific (BMI)/2590 Music Publishing/Universal Music Corp. (ASCAP)/Zone 4 Inc. (ASCAP)/She Rights Music (BMI)
6. "I Don't Need A Man"
(R. Harrison/N. Scherzinger/K. Dioguardi)
Produced by Rich Harrison for Richcraft, Inc.
Incidental additional production by Ron Fair
Engineered & Pro Tools by Tal Herzberg
Track programmed by Rich Harrison
Vocals arranged & produced by Ron Fair
Horns arranged by Jerry Hey
Mixed by Peter Mokran @ Record Plant
Horns: Jerry Hey, Dan Higgins, Gary Grant & Bill Reichenbach
Piano, Wurlitzer & Glockspiel: Ron Fair
Bass: Tal Herzberg
Engineering by Scotty Beats, JD Andrew & Mike "Angry" Eleopoulos
Assistant Mix Engineer: Mike Hogue
Damrich (BMI)/She Rights Music (BMI)/K'Stuff Publishing (BMI) administered in the US and Canada by Arthouse Entertainment, outside the US and Canada by EMI Music, LTD.
7. "Hot Stuff (I Want You Back)"
(P. Bellotte/H. Faltermeier/K. Forsey/S. Fahey/C. Kenny/S. Gallifent/W. Blanchard)
Produced by Siobhan Fahey, The Droyds & Steven Gallifent
Vocals produced by Ron Fair
Arranged by Andy Chatterley
Vocals arranged by Ron Fair & Nicole Scherzinger
Pro Tools & Engineering by Tal Herzberg
Mixed by Ron Fair @ Record Plant
Strings: The PCD Orchestra
Strings recorded by Bill Schnee
Engineering by JD Andrew & Mike "Angry" Eleopoulos
"Hot Stuff (I Want You Back)" contains elements of "Hot Stuff" (P. Bellotte, H. Faltermeier, K. Forsey) WB Music Corp. (ASCAP) Used by permission. All rights reserved. (Copyright Control)
8 . "How Many Times, How Many Lies"
(D. Warren)
Produced by Ron Fair for Faircraft, Inc.
Co-produced, Engineered & Pro Tools by Tal Herzberg
Arranged & conducted by Ron Fair
Programmed by Tyler Coomes
Mixed by Peter Mokran @ Record Plant Studios
Wurlitzer, Piano, Clavinet & Harmonica: Ron Fair
Bass: Tal Herzberg
Organ: Tim Carmon
Strings: The PCD Orchestra
Strings recorded by Bill Schnee
Engineering by JD Andrew & Mike "Angry" Eleopoulos
Assistant Mix Engineer: Jun Ishizeki
© 2005 Realsongs (ASCAP)
9. "Bite The Dust"
(K. Hilson/K. Holland)
Produced by Kwamé "K1MiL" for The Beat Factory
Vocals produced by Keri Hilson
Additional production by Ron Fair
Strings arranged & conducted by Ron Fair
Horns arranged by Jerry Hey
Pro Tools & Engineering by Tal Herzberg, Anthony Kilhoffer
Strings recorded by Bill Schnee
Mixed by Dave "Hard Drive" Pusado @ Larrabee North
Horns: Jerry Hey, Dan Higgins, Gary Grant & Bill Reichenbach
Strings: The PCD Orchestra
Additional engineering by Mike "Angry" Eleopoulos
Assistant Mix Engineer: Ariel Chobaz
Keriokey Music/Universal Music Corp. (ASCAP)/Kwametheboygenius Music/Irving Music (BMI).
Drums sampled from "Soul Machine" by Harvey and The Phenomenals (Hall/Gainey/Ash/James) Jan-Tay Pub. (BMI)
10. "Right Now"
(H. Mann/C. Sigman)
Produced by Ron Fair for Faircraft, Inc.
Co-produced, Engineered & Pro Tools by Tal Herzberg
Arranged & conducted by Jerry Hey
Additional strings arranged by Ron Fair
Mixed by Michael C Ross @ Ocean Way Studios
Strings recorded by Bill Schnee
Horns recorded by Frank Wolf
Drums: Vinnie Colaiuta
Bass: Mike Valerio
Trumpets: Jerry Hey, Gary Grant, Wayne Bergeron & Larry Hall
Trombones: Larry Hall, Andy Martin & Bruce Otto
Woodwinds: Dan Higgins, Larry Williams, Brandon Fields, Bill Liston & Joel Peskin
Timpani: Bob Zimmitti
Percussion: Luis Conte
Strings: The PCD Orchestra
Engineering by JD Andrew & Mike "Angry" Eleopoulos
Assistant Mix Engineer: Brian Vibberts
Herbie Mann Music Corp. (ASCAP)/Majorsongs LTD., a division of Bug Music, Inc. (ASCAP)
11. "Tainted Love/Where Did Our Love Go"
(E. Cobb/B. Holland/L. Dozier/E. Holland)
Produced by Ron Fair for Faircraft, Inc.
Co-produced, Engineered & Pro Tools by Tal Herzberg
"Tainted Love" Beat produced by Big Tank
Arranged & conducted by Ron Fair
Mixed by Tony Maserati @ Record Plant
Guitar: John Goux
Horns: Jerry Hey, Gary Grant, Bill Reichenbach & Dan Higgins
Keyboards: Ron Fair
Bass: Tal Herzberg
Strings: The PCD Orchestra
Engineering & vocal recording by JD Andrew & Mike "Angry" Eleopoulos
Assistant Mix Engineer: Jun Ishizeki
"Tainted Love" published by Embassy Music Corporation (BMI)/"Where Did Our Love" published by Jobete Music Corporation
12. "Feelin' Good"
(A. Newley/L. Bricusse)
Produced, arranged & conducted by Ron Fair for Faircraft, Inc.
Co-produced, Engineered & Pro Tools by Tal Herzberg
Mixed by Jack Joseph Puig @ Ocean Way Studios
Strings recorded by Bill Schnee
Strings: The PCD Orchestra
Piano, Harmonica & Organ: Ron Fair
Drums: Abe Laboriel Jr.
Bass: Alex Al
Rhodes: Cori Jacobs & Ron Fair
Engineer: Mike "Angry" Eleopoulos
Assistant Mix Engineer: Dean Nelson
Concord Music (PRS)/Musical Comedy Productions (BMI)
13. "Sway" (bonus)
The PCD Orchestra -
Violins: Endre Granat, Natalie Leggett, Bruce Dukov, Jackie Brand, Charlie Bisharat, Joel Derouin, Sara Parkins, Mario Deleon, Josefina Vergara, Tammy Hatwan, Sid Page, Roberto Cani, Katia Popov, Phillip Levy, Songa Lee, Robin Olson, Anatoly Rosinsky, Armen Garabedian, Theresa Stanislov, Sarah Thornblade, Alan Grunfeld, Alyssa Park
Violas: Bryan Dembow (P), Simon Oswell, Sam Formicola, Matt Funes, Darrin McCann, Vicky Miskolczy
Cello: Steve Erbody, Larry Corbett, David Low, Suzie Katayama, Armen Ksajikian, Cecilia Tsan
Orchestra Contractor: Bill Hughes
Album Production Coordinator: Justin Siegel
Assistant to Ron Fair: Hylah Hedgepeth
A&R Coordinator: Deb Fenstermacher
Management Coordinator: Jeff Norskog
Artist Development: Michelle Thomas
Publicist: Dave Tomberlin
Mastered by Brian Gardner @ Bernie Grundman Mastering
Executive producers: Ron fair, Jimmy Iovine
Co-executive producer: Robin Antin
Management: Jeff Haddad for JH Management, Inc.
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