1. Intro
Produced by James Lackey for U.S. Productions
Written by Usher Raymond for UR IV Music/EMI-April Music, Inc. (ASCAP)
2. Yeah! featuring Lil' Jon & Ludacris
Written by Jonathan Smith, Sean Garrett, Patrick J. Que Smith, Chris Briges, Robert McDowell, James Phillips & LaMarquis Jefferson
Published by liljon00017music/TVT Music (BMI)/Christopher Garrett's Publishing/Christopher Matthew Music/Hitco. South adm. by Music Of Windswept (BMI)/Ludacris Music Publishing Inc./EMI-April Music, Inc./Swole Music/Basajamba Music/Air Control Publishing/EMI-April Music, Inc./Me & Marq Music (ASCAP)
Produced by Lil' Jon for BME Enterprises
Vocals Produced by Sean Garrett
Recorded by Mark Vinten at Circle House Studios, Miami, FL, The Trak Starz at Rondor Studios, LA, CA & Donnie Scantz at Larrabee Sound West, West Hollywood, CA
Assisted by Sean Tallman
Mixed by Lil' Jon & John Frye at Stankonia Recording, Atlanta, GA
Bass: LaMarquis Jefferson
Additional Keyboards: L-Roc
Background Vocals: Usher
Additional Background Vocals: Lil' Jon & Sean Garrett
Production Coordinator: Delicia Hassan
A&R Consultant: Shakir Stewart
Lil' Jon appears courtesy of TVT Records
Ludacris appears courtesy of Def Jam South
(P) 2003 Arista Records, Inc.
3. Throwback
Written by Richard P. Butler, Jr., Justin Smith, Patrick J. Que Smith, Lamont Dozier, Brian Holland, Edward Holland & Richard Wylie
Published by UR IV Music/EMI-April Music, Inc./F.O.B. Music Publishing (ASCAP), adm. by N.Q.C. Music Publishing/Christopher Matthew Music, Hitco Music, adm. by Songs Of Windswept Pacific/Gold Forever Music, Inc./Songs Of Universal Inc.(BMI)
Produced by Just Blaze for F.O.B. Entertainment/N.Q.C. Management/Roc The World
Recorded by Ryan West for N.Q.C. Management at Record One Studios, LA, CA, Blake Eisman at Hitland, Atlanta, GA & Ken Lewis at Baseline Recording Studios, NYC
Mixed by Ken Lewis for F.O.B. Entertainment at Baseline Recording Studios, NYC
Guitars: E-Bass for E-Bass Muzik/F.O.B. Entertainment & Ken Lewis for F.O.B. Entertainment
Contains excerpts from "You're Gonna Need Me", written by Lamont Dozier, Brian Holland, Edward Holland & Richard Wylie, published by Gold Forever Music, Inc./Songs Of Universal Inc. (BMI). Used by permission. All rights reserved.
Featuring samples from the Dionne Warwick recording "You're Gonna Need Me", produced under license from Warner Bros. Records Inc. by arrangement with Warner Strategic Marketing.
4. Confessions
Written by Jermaine Dupri & Bryan Michael Cox
Published by Shaniah Cymone Music/EMI-April Music, Inc. (ASCAP)/Babyboy's Little Publishing Co./Noontime South, adm. by WB Music Corp. (SESAC)
Produced by Jermaine Dupri for So So Def Productions, Inc.
Co-Produced by Bryan Michael Cox for Blackbaby Inc.
Recorded by Brian Frye & John Horesco IV at Brandon's Way Recording Studios, LA, CA & Right Track Studios, NYC
Assisted by Tadd Mingo & Edward Quesada
Mixed by Phil Tan & Jermaine Dupri at Southside Studios, Atlanta, GA
Assisted by John Horesco IV
Harmonica: Stevie Wonder
Stevie Wonder appears courtesy of Motown Records Corp.
5. Confessions Part II
Written by Jermaine Dupri, Bryan Michael Cox & Usher Raymond
Published by Shaniah Cymone Music/EMI-April Music, Inc. (ASCAP)/Babyboy's Little Publishing Co./Noontime South, adm. by WB Music Corp. (SESAC)/UR IV Music/EMI-April Music, Inc. (ASCAP)
Produced by Jermaine Dupri for So So Def Productions, Inc.
Co-Produced by Bryan Michael Cox for Blackbaby Inc.
Recorded by Brian Frye & John Horesco IV at Southside Studios, Atlanta, GA & Right Track Studios, NYC
Assisted by Tadd Mingo
Mixed by Phil Tan & Jermaine Dupri at Southside Studios, Atlanta, GA
Assisted by John Horesco IV
6. Burn
Written by Jermaine Dupri, Bryan Michael Cox & Usher Raymond
Published by Shaniah Cymone Music/EMI-April Music, Inc. (ASCAP)/Babyboy's Little Publishing Co./Noontime South, adm. by WB Music Corp. (SESAC)/UR IV Music/EMI-April Music, Inc. (ASCAP)
Produced by Jermaine Dupri for So So Def Productions, Inc.
Co-Produced by Bryan Michael Cox for Blackbaby Inc.
Recorded by Brian Frye at Southside Studios, Atlanta, GA
Assisted by Tadd Mingo
Mixed by Phil Tan & Jermaine Dupri at Southside Studios, Atlanta, GA
Assisted by John Horesco IV
7. Caught Up
Written by Andre Harris, Vidal Davis, Ryan Toby & Jason Boyd
Published by Dirty Dre Music/Universal Publishing Inc./Double Oh Eight/Universal Publishing Inc./PooBz Publishing, Hitco South, adm. by Music Of Windswept/Pladis Music Publishing/EMI-April Music, Inc. (ASCAP)
Produced by Andre Harris & Vidal Davis for Vidal/Dre Productions
Vocal Production: Ryan Toby & Jason Boyd
Recorded by Vince DiLorenzo at Doppler Studios, Altanta, GA
Mixed by Jon Smeltz, Andre Harris & Vidal Davis at The Studio, Philadelphia, PA
8. Superstar (Interlude)
Produced by Usher Raymond, Valdez Brantley, Juan Johnny Najera, Aaron Spears & Arthur Strong
9. Superstar
Written by Andre Harris, Vidal Davis, Ryan Toby, Jason Boyd, Nyticka Hemingway, Usher Raymond & Willie Hutch
Published by Dirty Dre Music/Universal Publishing Inc./Double Oh Eight/Universal Publishing Inc./PooBz Publishing, Hitco South, adm. by Music Of Windswept/Pooda's Music/915 (SESAC)/UR IV Music/EMI-April Music, Inc./Jobete Music Co. Inc. (ASCAP)
Produced by Andre Harris & Vidal Davis for Vidal/Dre Productions
Vocal Production: Ryan Toby & Jason Boyd
Recorded by Vince DiLorenzo at Zac Digital, Altanta, GA
Additional Engineering: Kelly "Dread" Liebelt
Mixed by Jon Smeltz, Andre Harris & Vidal Davis at The Studio, Philadelphia, PA
Additional Background Vocals by Faith Evans
Faith Evans appears courtesy of Bad Boy Records
Embodies portions of "Mack's Stroll/The Getaway (Chase Scene)" written by Willie Hutch, published by Jobete Music Co. Inc. (ASCAP). Used by permission. All rights reserved.
Contains samples from "Mack's Stroll/The Getaway (Chase Scene)" performed by Willie Hutch (P) 1973 Motown Records, a division of UMG Recording, Inc. Courtesy of Motown Records, under license from Universal Music Enterprises.
10. Truth Hurts
Written by James Harris III, Terry Lewis, Usher Raymond, Bobby Ross Avila & Issiah J. Avila
Published by EMI-April Music, Inc./Flyte Tyme Tunes/UR IV Music/EMI-April Music, Inc. (ASCAP)/Sublime Basement Tunez/Defenders Of Music (BMI)
Produced by Jimmy Jam & Terry Lewis for Flyte Tyme Productions, Inc.
Co-Produced by Bobby Ross Avila & IZ for A.B. Experience/Flyte Tyme Productions, Inc.
Recorded by Ian Cross & Matt Marrin at The Village Recorders, LA, CA & Flyte Tyme West, Santa Monica, CA
Assisted by Ghian Wright
Mixed by by Serban Ghenea at Mixstar Studios, Virginia Beach, VA
Assisted by Tim Roberts
Additional Pro Tools Engineer: John Hanes
Wurlitzer, Guitar, Strings & Scratches: Bobby Ross Avila
Bass, Drums, Percussion, Scratches, Moog Bass & Guitar: IZ
Background Vocals: Usher & Tony "Proof" Tolbert
11. Simple Things
Written by James Harris III, Terry Lewis, Usher Raymond, Bobby Ross Avila & Issiah J. Avila
Published by EMI-April Music, Inc./Flyte Tyme Tunes/UR IV Music/EMI-April Music, Inc. (ASCAP)/Sublime Basement Tunez/Defenders Of Music (BMI)
Produced by Jimmy Jam & Terry Lewis for Flyte Tyme Productions, Inc.
Co-Produced by Bobby Ross Avila & IZ for A.B. Experience/Flyte Tyme Productions, Inc.
Recorded by Matt Marrin at The Village Recorders, LA, CA & Flyte Tyme West, Santa Monica, CA
Mixed by by Serban Ghenea at Mixstar Studios, Virginia Beach, VA
Assisted by Tim Roberts
Additional Pro Tools Engineer: John Hanes
Rhodes: Jimmy Jam
Piano, Guitar & Keyboards: Bobby Ross Avila
Bass: James "Big Jim" Wright
Drums & Percussion: IZ
Background Vocals: Usher, Bobby Ross Avila & Darcy Aldridge
12. Bad Girl
Written by James Harris III, Terry Lewis, Usher Raymond, Dante Barton, Wil Guice, Bobby Ross Avila & Issiah J. Avila
Published by EMI-April Music, Inc./Flyte Tyme Tunes/UR IV Music/EMI-April Music, Inc. (ASCAP)/Sean Disc/IN2N Music/For The World/IN2N Music/Sublime Basement Tunez/Defenders Of Music (BMI)
Produced by Destro Music for Underworld Entertainment/ByStorm Entertainment & Jimmy Jam & Terry Lewis for Flyte Tyme Productions, Inc.
Co-Produced by Bobby Ross Avila & IZ for A.B. Experience/Flyte Tyme Productions, Inc.
Recorded by Matt Marrin at The Village Recorders, LA, CA & Flyte Tyme West, Santa Monica, CA
Additional Recording by Dante "Destro" Barton at Wavelab Recording, Philadelphia, PA
Mixed by by Serban Ghenea at Mixstar Studios, Virginia Beach, VA
Assisted by Tim Roberts
Additional Pro Tools Engineer: John Hanes
Additional Drum Programming, Guitar & Keyboards: Bobby Ross Avila
Percussion & Scratches: IZ
Guitar: Daniel Marino
Background Vocals: Usher & Tony "Proof" Tolbert
13. That's What It's Made For
Written by James Harris III, Terry Lewis, Usher Raymond, Bobby Ross Avila, Issiah J. Avila & James Q. Wright
Published by EMI-April Music, Inc./Flyte Tyme Tunes/UR IV Music/EMI-April Music, Inc. (ASCAP)/Sublime Basement Tunez/Defenders Of Music (BMI)/Jibranda Music Works/Minneapolis Guys Music (ASCAP)
Produced by Jimmy Jam & Terry Lewis for Flyte Tyme Productions, Inc.
Co-Produced by Bobby Ross Avila & IZ for A.B. Experience/Flyte Tyme Productions, Inc. & James "Big Jim" Wright for Flyte Tyme Productions, Inc.
Recorded by Matt Marrin at The Village Recorders, LA, CA & Flyte Tyme West, Santa Monica, CA
Mixed by by Serban Ghenea at Mixstar Studios, Virginia Beach, VA
Assisted by Tim Roberts
Additional Pro Tools Engineer: John Hanes
Wurlitzer: James "Big Jim" Wright
Moog Bass & Keyboards: Bobby Ross Avila
Bass, Drums, Percussion & Keyboards: IZ
Background Vocals: Usher & Patrice "ButtaPHly" Stewart
14. Can U Handle It?
Written by Robin Thicke, James Grass & Usher Raymond
Published by I Like 'Em Thicke Music/Da Gass Co./UR IV Music/EMI-April Music, Inc. (ASCAP)
Produced by Thicke & Pro J
Recorded by Pro J at Blue Jay Studios, LA, CA
Mixed by by Manny Marroquin at Larrabee North, North Hollywood, CA
All Instruments: Pro J & Thicke
Additional Keyboards: Larry Cox
Background Vocals: Usher & Paula Patton
15. Do It To Me
Written by Jermaine Dupri, Bryan Michael Cox & Usher Raymond
Published by Shaniah Cymone Music/EMI-April Music, Inc. (ASCAP)/Babyboy's Little Publishing Co./Noontime South, adm. by WB Music Corp. (SESAC)/UR IV Music/EMI-April Music, Inc. (ASCAP)
Produced by Jermaine Dupri for So So Def Productions, Inc.
Co-Produced by Bryan Michael Cox for Blackbaby Inc.
Recorded by Brian Frye at Southside Studios, Atlanta, GA
Assisted by Tadd Mingo
Mixed by Phil Tan at Southside Studios, Atlanta, GA
Assisted by John Horesco IV
16. Take Your Hand
Written by Rich Harrison, Leon Huff, Gene McFadden & John Whitehead
Published by Dam Rich Music /EMI-Blackwood Music Inc. (BMI)/Warner-Tamerlane Publishing Corp. (BMI)
Produced by Rich Harrison for Richcraft, Inc.
Recorded by Kevin "KD" Davis at Larrabee North, North Hollywood, CA
Mixed by Tony Maserati for Two Chord Music, Inc. at The Hit Factory, NYC
All Instruments: Rich Harrison
Contains elements of "Is There A Place For Me?", written by Leon Huff, Gene McFadden & John Whitehead, published by Warner-Tamerlane Publishing Corp. (BMI). Used by permission. All rights reserved.
Contains samples from "Is There A Place For Me?" performed by Harold Melvin & The Blue Notes, used by courtesy of Sony Music
17. Follow Me
Written by Andre Harris, Vidal Davis, Ryan Toby & Jason Boyd
Published by Dirty Dre Music/Universal Publishing Inc./Double Oh Eight/Universal Publishing Inc./PooBz Publishing, Hitco South, adm. by Music Of Windswept/Pladis Music Publishing/EMI-April Music, Inc. (ASCAP)
Produced by Andre Harris & Vidal Davis for Vidal/Dre Productions
Vocal Production: Ryan Toby & Jason Boyd
Recorded by Vince DiLorenzo at Sony Studios, NYC
Mixed by by Serban Ghenea at Mixstar Studios, Virginia Beach, VA
Additional Pro Tools Engineering: John Hanes
Assisted by Tim Roberts
18. My Boo Duet With Alicia Keys
Written by Jermaine Dupri, Manuel Seal, Adonis Shropshire, Alicia Keys & Usher Raymond
Published by EMI-April Music, Inc./Shaniah Cymone Music (adm. by EMI-April Music, Inc.)/BMG Songs, Inc./Manusee Publishing (adm. by BMG Songs, Inc.) (ASCAP)/EMI-Blackwood Music, Inc. (ASCAP) o/b/o Janice Combs Publishing Inc. and Harmony Smurf Music (BMI)/EMI-April Music, Inc. o/b/o itself and Lellow Productions, Inc./UR IV Music/EMI-April Music, Inc. (ASCAP)
Produced by Jermaine Dupri for So So Def Productions, Inc.
Co-Produced by Manuel Seal for Seal Music/So So Def Productions, Inc.
Recorded by Brian Frye at Southside Studios, Atlanta, GA
Assisted by Tadd Mingo
Additional Recording & Engineering by Ann Mincieli at Oven Studios & Michael Rangeard at XXX Studios, Paris
Assisted by Vincent Creusot at XXX Studios, Paris
Mixed by Phil Tan and Jermaine Dupri at Southside Studios, Atlanta, GA
Assisted by John Horesco IV
Alicia Keys appears courtesy of MBK Entertainment/J Records
19. Red Light
Written by Jonathan Smith, Sean Garrett, Patrick J. Que Smith, Keri Hilson & Robert McDowell
Published by White Rhino Music/Christopher Garrett's Publishing/Hitco. South (adm. by Music Of Windswept) (ASCAP)/Christopher Matthew Music/Hitco. South (adm. by Music Of Windswept) (BMI)/Keriokey Music/Kylen Music Publishing/Swole Music (ASCAP)
Produced by Lil' Jon for BME Enterprises
Vocals Produced by Sean Garrett
Recorded by Blake Eiseman at Lacoco Studios, Alpharetta, GA & Mark Vinten at Circle House Studios, Miami, FL
Mixed by Lil' Jon & John Frye at Stankonia Recording, Atlanta, GA
Bass: LaMarquis Jefferson
Guitar: Craig Love
Background Vocals: Usher
20. Seduction
Written by James Harris III, Terry Lewis, Usher Raymond, Bobby Ross Avila, Issiah J. Avila & James Q. Wright
Published by EMI-April Music, Inc./Flyte Tyme Tunes/UR IV Music/EMI-April Music, Inc. (ASCAP)/Sublime Basement Tunez/Defenders Of Music (BMI)/Jibranda Music Works/Minneapolis Guys Music (ASCAP)
Produced by Jimmy Jam & Terry Lewis for Flyte Tyme Productions, Inc.
Co-Produced by Bobby Ross Avila & IZ for A.B. Experience/Flyte Tyme Productions, Inc. & James "Big Jim" Wright for Flyte Tyme Productions, Inc.
Recorded by Matt Marrin at The Village Recorders, LA, CA
Mixed by by Serban Ghenea at Mixstar Studios, Virginia Beach, VA
Assisted by Tim Roberts
Additional Pro Tools Engineer: John Hanes
Keyboards & Bass: James "Big Jim" Wright
Piano & Flute: Bobby Ross Avila
Guitar, Drums & Percussion: IZ
Background Vocals: Usher & Tony "Proof" Tolbert
21. Confessions Part II Remix featuring Shyne, Kanye West & Twista
Written by Jermaine Dupri, Bryan Michael Cox and Usher Raymond
Published by Shaniah Cymone Music/EMI-April Music, Inc. (ASCAP)/Babyboy's Little Publishing Co./Noontime South, adm. by WB Music Corp. (SESAC)/UR IV Music/EMI-April Music, Inc. (ASCAP)
Produced by Jermaine Dupri for So So Def Productions, Inc.
Co-Produced by Bryan Michael Cox for BlackBaby Inc.
Remixed by Jermaine Dupri for So So Def Productions, Inc.
Recorded by Brian Frye & John Horesco IV at Southside Studios, Atlanta, GA & Right Track Studios, NYC
Assisted by Tadd Mingo
Additional Recording & Engineering by Doug Wilson at The Hit Factory, NYC, Jun Ishizeki at The Record Plant, LA, CA Chris Steinmetz at Chicago Recording Company, Chicago, IL, Ian Cross at Studio Atlantis, LA, CA and Enterprise Studios, LA, CA and Kevin Mahoney at Underlab Studios, LA, CA
Mixed by Phil Tan & Jermaine Dupri at Southside Studios, Atlanta, GA
Assisted by John Horesco IV
Shyne appears courtesy of Gangland Records
Kanye West appears courtesy of Roc-A-Fella Records
Twista appears courtesy of Atlantic Recording Corporation
Executive Producers: Usher Raymond & Antonio "LA" Reid"
A&R: Mark Pitts & Darrale Jones
Mastered by Herb Powers Jr. for PM Entertainment at Hit Factory Mastering
A&R Administrator: Matthew Schwartz
A&R Coordinator: Toya Summers
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