Missy "Misdemeanor" Elliott - Supa Dupa Fly (1997)

1. BUSTA'S INTRO (Featuring Busta Rhymes)
Written by T. Smith; T'Ziah's Music, (BMI)

Guitar and Bass by Bill Pettaway

2. HIT 'EM WIT DA HEE (Featuring Lil' Kim)
Written by Melissa "Missy" Elliott, Tim Mosley, Kimberly Jones; Mass Confusion Music/Virginia Beach Music/Undeas Music/Warner Chappell Music/EMI, (ASCAP)

Guitar and Bass by Bill Pettaway

3. SOCK IT 2 ME (Featuring Da Brat)
Written by Melissa "Missy" Elliott, Tim Mosley, W. Hart, T. Bell, Shawntae Harris; Mass Confusion Music/Virginia Beach Music, (ASCAP)/Nickel Shoe Music Co., Inc./Wadud Music, Co./Warner-Tamerlane Pub. Co. (BMI)/Throwin' Tantrums/Air Control Music/EMI-April Music, (ASCAP)

Contains a sample of "Ready Or Not Here I Come" performed by The Delfonics; written by W. Hart, T. Bell; published by Nickel Shoe Music Co., Inc., Wadud Music, Co. and Warner-Tamerlane Pub. Co. (BMI). Used courtesy of Arista Records.

4. THE RAIN (SUPA DUPA FLY)
Written by Melissa "Missy" Elliott, Tim Mosley, A. Peebles, B. Miller, D. Bryant; Mass Confusion Music/Virginia Beach Music, (ASCAP)/Irving Music, Inc./East Memphis (BMI)

Contains a sample of "I Can't Stand The Rain" performed by Ann Peebles; written by A. Peebles, B. Miller, D. Bryant; published by Irving Music, Inc./East Memphis (BMI). Courtesy of Hi Records, under license from EMI-Capitol Music Special Markets.

5. BEEP ME 911 (Featuring 702)
Written by Melissa "Missy" Elliott, Tim Mosley, Melvin Barcliff; Mass Confusion Music/Virginia Beach Music/Undeas Music/Mag-a-ooh Music, (ASCAP)

Rap by Magoo
Guitar by Bill Pettaway

6. THEY DON'T WANNA F*** WIT ME (Featuring Timbaland)
Written by Melissa "Missy" Elliott, Tim Mosley; Mass Confusion Music/Virginia Beach Music, (ASCAP)

7. PASS DA BLUNT (Featuring Timbaland)
Written by Melissa "Missy" Elliott, Tim Mosley, J. Mittoo, L. Ferguson, H. Bennett, H. Brown, R. Lyn, L. Sibbles, F. Simpson; Mass Confusion Music/Virginia Beach Music/Music Sales Corp., (ASCAP)

Contains an interpolation of "Pass The Dutchie"; written by J. Mittoo, L. Ferguson, H. Bennett, H. Brown, R. Lyn, L. Sibbles, F. Simpson; published by Music Sales Corp. (ASCAP)

8. BITE OUR STYLE (INTERLUDE)
Written by Melissa "Missy" Elliott, Tim Mosley; Mass Confusion Music/Virginia Beach Music, (ASCAP)

9. FRIENDLY SKIES (Featuring Ginuwine)
Written by Melissa "Missy" Elliott, Tim Mosley; Mass Confusion Music/Virginia Beach Music, (ASCAP)

10. BEST FRIENDS (Featuring Aaliyah)
Written by Melissa "Missy" Elliott, Tim Mosley; Mass Confusion Music/Virginia Beach Music, (ASCAP)

11. DON'T BE COMMIN' (IN MY FACE)
Written by Melissa "Missy" Elliott, Tim Mosley; Mass Confusion Music/Virginia Beach Music, (ASCAP)

12. IZZY IZZY AHH
Written by Melissa "Missy" Elliott, Tim Mosley; Mass Confusion Music/Virginia Beach Music, (ASCAP)

13. WHY YOU HURT ME
Written by Melissa "Missy" Elliott, Tim Mosley, E. Floyd; Mass Confusion Music/Virginia Beach Music, (ASCAP)/Irving Music, Inc./East Memphis (BMI)

Contains an interpolation of "Check Me Out"; written by E. Floyd; published by Irving Music, Inc. and East Memphis (BMI)

14. I'M TALKIN'
Written by Melissa "Missy" Elliott, Tim Mosley; Mass Confusion Music/Virginia Beach Music, (ASCAP)

15. GETTAWAY (Featuring Space & Nicole)
Written by Melissa "Missy" Elliott, Tim Mosley, Tracey Selden, Lashone Siplin; Mass Confusion Music/Virginia Beach Music/T. Selden Publishing/Takeasip Music, (ASCAP)

16. BUSTA'S INTRO (Featuring Busta Rhymes)
Written by T. Smith, Tim Mosley; T'Ziah's Music, (BMI)/Virginia Beach Music, (ASCAP)

Guitar and Bass by Bill Pettaway
Rap by Busta Rhymes

17. MISSY'S FINALE

All Songs: Produced by TIMBALAND; Timbaland Music, Inc.
Lead vocals & raps by MISSY "MISDEMEANOR" ELLIOTT
Recorded at Master Sound Studios, Virginia Beach, VA
Engineered by JIMMY DOUGLAS
Assistant Engineer: DREW COLEMAN
Mixed at Manhattan Center Studios, New York, NY
Mixed by TIMBALAND and JIMMY DOUGLAS
Engineer: JIMMY DOUGLAS
Assistant Engineer: RICHARD CLARK
Mass Confusion and Virginia Beach Music are exclusively administered by Warner Chappell Music
Mastered by HERB POWERS at POWERS HOUSE OF SOUND, New York, NY

EXECUTIVE PRODUCERS: MISSY "MISDEMEANOR" ELLIOTT AND TIMBALAND
A&R: MERLIN BOBB

AALIYAH appears courtesy of Blackground Entertainment, Inc.
DA BRAT appears courtesy of So So Def Recordings, Inc./Columbia Records
GINUWINE appears courtesy of 550 Music
LIL' KIM appears courtesy of Undeas Recordings/Big Beat/Atlantic Recording Corporation
TIMBALAND and MAGOO appears courtesy of Blackground Entertainment, Inc.
702 appears courtesy of Biv Ten Records, a joint venture of Motown Record Co., L.P. and Biv Ventures, Inc.
BUSTA RHYMES appears courtesy of Flimode Entertainment/Elektra Entertainment Group