1. CANDY SHOP
(P. WILLIAMS, MADONNA)
WATERS OF NAZARETH PUBLISHING/EMIBLACKWOOD
MUSIC, INC. (BMI)/WEBO GIRL
PUBLISHING, INC. (ASCAP), ALL RIGHTS O/B/O WEBO
GIRL PUBLISHING, INC. ADMIN. BY WB MUSIC CORP.
(ASCAP)
PRODUCED BY THE NEPTUNES
CO-PRODUCED BY MADONNA
RECORDED BY SPIKE STENT, ANDREW COLEMAN AND ALEX DROMGOOLE AT SARM STUDIOS, LONDON,
ASSISTED BY GRAHAM ARCHER, AND THE RECORD PLANT, CA, ASSISTED BY NATE HERTWICK
MIXED BY SPIKE STENT AT THE RECORD PLANT, CA
ENGINEERED BY ANDREW COLEMAN
2. 4 MINUTES (FEATURING JUSTIN TIMBERLAKE AND TIMBALAND)
(MADONNA, T. MOSLEY, J. TIMBERLAKE, N. HILLS)
WEBO GIRL PUBLISHING, INC. (ASCAP), ALL RIGHTS
O/B/O WEBO GIRL PUBLISHING, INC. ADMIN. BY WB
MUSIC CORP. (ASCAP)/WB MUSIC CORP. (ASCAP)
& VIRGINIA BEACH MUSIC (ASCAP), ADMIN. BY WB
MUSIC CORP. (ASCAP)/TENNMAN TUNES, ADMIN. BY
UNIVERSAL MUSIC - Z TUNES LLC (ASCAP), O/B/O
JUSTIN TIMBERLAKE/W.B.M. MUSIC CORP. (SESAC)
& DANJAHANDZ MUZIK (SESAC), ADMIN. BY W.B.M.
MUSIC CORP. (ASCAP)
PRODUCED BY TIMBALAND FOR TIMBALANDPRODUCTIONS, JUSTIN TIMBERLAKE FOR TENNMAN PRODUCTIONS AND DANJA FOR DANJAHANDZ PRODUCTIONS
RECORDED BY MARCELLA “MS. LAGO” ARAICA AND DEMACIO “DEMO” CASTELLON FOR STORM-CIRCLE ENT.
PROGRAMMED AND MIXED BY DEMACIO “DEMO” CASTELLON FOR STORM-CIRCLE ENT.
PROTOOLS EDITING BY RON TAYLOR
ASSISTANT ENGINEERS: JULIAN VASQUEZ, VADIM CHISLOV, GRAHAM ARCHER, FAREED SALAMAH
SCE ASST.: JOSE AND JOSEPH CASTELLON
STUDIOS: SARM STUDIOS UK AND THE HIT FACTORY CRITERIA MIAMI
DRUMS BY TIMBALAND
KEYBOARDS BY DANJA
SCRATCHING BY DJ DEMO
TIMBALAND APPEARS COURTESY OF BLACKGROUND RECORDS
JUSTIN TIMBERLAKE APPEARS COURTESY OF JIVE RECORDS
3. GIVE IT 2 ME
(P. WILLIAMS, MADONNA)
WATERS OF NAZARETH PUBLISHING/EMIBLACKWOOD
MUSIC, INC. (BMI)/WEBO GIRL
PUBLISHING, INC. (ASCAP), ALL RIGHTS O/B/O WEBO
GIRL PUBLISHING, INC. ADMIN. BY WB MUSIC CORP.
(ASCAP)
PRODUCED BY THE NEPTUNES
CO-PRODUCED BY MADONNA
RECORDED BY SPIKE STENT, ANDREW COLEMAN AND ALEX DROMGOOLE AT SARM STUDIOS, LONDON,
ASSISTED BY GRAHAM ARCHER, AND THE RECORD PLANT, CA,
ASSISTED BY NATE HERTWICK
MIXED BY SPIKE STENT AND ANDREW COLEMAN AT THE RECORD PLANT, CA
4. HEARTBEAT
(P. WILLIAMS, MADONNA)
WATERS OF NAZARETH PUBLISHING/EMIBLACKWOOD
MUSIC, INC. (BMI)/WEBO GIRL
PUBLISHING, INC. (ASCAP), ALL RIGHTS O/B/O WEBO
GIRL PUBLISHING, INC. ADMIN. BY WB MUSIC CORP.
(ASCAP)
PRODUCED BY THE NEPTUNES
CO-PRODUCED BY MADONNA
RECORDED BY SPIKE STENT, ANDREW COLEMAN AND ALEX DROMGOOLE AT SARM STUDIOS, LONDON,
ASSISTED BY GRAHAM ARCHER, AND THE RECORD PLANT, CA,
ASSISTED BY NATE HERTWICK
MIXED BY SPIKE STENT AT THE RECORD PLANT, CA
ENGINEERED BY ANDREW COLEMAN
5. MILES AWAY
(MADONNA, T. MOSLEY, J. TIMBERLAKE, N. HILLS)
WEBO GIRL PUBLISHING, INC. (ASCAP), ALL RIGHTS
O/B/O WEBO GIRL PUBLISHING, INC. ADMIN. BY WB
MUSIC CORP. (ASCAP)/WB MUSIC CORP. (ASCAP)
& VIRGINIA BEACH MUSIC (ASCAP), ADMIN. BY WB
MUSIC CORP. (ASCAP)/TENNMAN TUNES, ADMIN. BY
UNIVERSAL MUSIC - Z TUNES LLC (ASCAP), O/B/O
JUSTIN TIMBERLAKE/W.B.M. MUSIC CORP. (SESAC)
& DANJAHANDZ MUZIK (SESAC), ADMIN. BY W.B.M.
MUSIC CORP. (ASCAP)
PRODUCED BY TIMBALAND FOR TIMBALAND PRODUCTIONS, JUSTIN TIMBERLAKE FOR TENNMAN PRODUCTIONS AND DANJA FOR DANJAHANDZ PRODUCTIONS
RECORDED BY MARCELLA “MS. LAGO” ARAICA AND DEMACIO “DEMO” CASTELLON FOR STORM-CIRCLE ENT.
PROGRAMMED AND MIXED BY DEMACIO “DEMO” CASTELLON FOR STORM-CIRCLE ENT.
PROTOOLS EDITING BY RON TAYLOR
ASSISTANT ENGINEERS: JULIAN VASQUEZ, VADIM CHISLOV, GRAHAM ARCHER, FAREED SALAMAH
SCE ASST.: JOSE AND JOSEPH CASTELLON
STUDIOS: SARM STUDIOS UK AND THE HIT FACTORY CRITERIA MIAMI
BG VOCALS BY JUSTIN TIMBERLAKE
GUITARS BY DAN WARNER AND JUSTIN TIMBERLAKE
ADDITIONAL KEYBOARDS BY HANNON LANE
TIMBALAND APPEARS COURTESY OF BLACKGROUND RECORDS
JUSTIN TIMBERLAKE APPEARS COURTESY OF JIVE RECORDS
6. SHE’S NOT ME
(P. WILLIAMS, MADONNA)
WATERS OF NAZARETH PUBLISHING/EMIBLACKWOOD
MUSIC, INC. (BMI)/WEBO GIRL
PUBLISHING, INC. (ASCAP), ALL RIGHTS O/B/O
WEBO GIRL PUBLISHING, INC. ADMIN. BY WB
MUSIC CORP. (ASCAP)
PRODUCED BY THE NEPTUNES
CO-PRODUCED BY MADONNA
RECORDED BY SPIKE STENT, ANDREW COLEMAN AND ALEX DROMGOOLE AT SARM STUDIOS, LONDON,
ASSISTED BY GRAHAM ARCHER, AND THE RECORD PLANT, CA,
ASSISTED BY NATE HERTWICK
GUITAR BY WENDY MELVOIN
MIXED BY SPIKE STENT AND ANDREW COLEMAN AT THE RECORD PLANT, CA
7. INCREDIBLE
(P. WILLIAMS, MADONNA)
WATERS OF NAZARETH PUBLISHING/EMIBLACKWOOD
MUSIC, INC. (BMI)/WEBO GIRL
PUBLISHING, INC. (ASCAP), ALL RIGHTS O/B/O
WEBO GIRL PUBLISHING, INC. ADMIN. BY WB
MUSIC CORP. (ASCAP)
PRODUCED BY THE NEPTUNES
CO-PRODUCED BY MADONNA
RECORDED BY SPIKE STENT, ANDREW COLEMAN AND ALEX DROMGOOLE AT SARM STUDIOS, LONDON,
ASSISTED BY GRAHAM ARCHER, AND THE RECORD PLANT, CA,
ASSISTED BY NATE HERTWICK
GUITAR BY ANDREW COLEMAN
MIXED BY SPIKE STENT AND ANDREW COLEMAN AT THE RECORD PLANT, CA
8. BEAT GOES ON (FEATURING KANYE WEST)
(P. WILLIAMS, MADONNA, K. WEST)
WATERS OF NAZARETH PUBLISHING/EMIBLACKWOOD
MUSIC, INC. (BMI)/WEBO GIRL
PUBLISHING, INC. (ASCAP), ALL RIGHTS O/B/O WEBO
GIRL PUBLISHING, INC. ADMIN. BY WB MUSIC CORP.
(ASCAP)/EMI BLACKWOOD MUSIC INC./PLEASE
GIMME MY PUBLISHING INC. (BMI)
PRODUCED BY THE NEPTUNES
CO-PRODUCED BY MADONNA
RECORDED BY SPIKE STENT, ANDREW COLEMAN AND ALEX DROMGOOLE AT SARM STUDIOS, LONDON,
ASSISTED BY GRAHAM ARCHER, AND THE RECORD PLANT, CA,
ASSISTED BY NATE HERTWICK
MIXED BY SPIKE STENT AND ANDREW COLEMAN AT THE RECORD PLANT, CA
KANYE WEST APPEARS COURTESY OF ROC-A-FELLA RECORDS
9. DANCE 2NIGHT
(MADONNA, T. MOSLEY, J. TIMBERLAKE, H. LANE)
WEBO GIRL PUBLISHING, INC. (ASCAP), ALL RIGHTS
O/B/O WEBO GIRL PUBLISHING, INC. ADMIN. BY WB
MUSIC CORP. (ASCAP)/WB MUSIC CORP. (ASCAP)
& VIRGINIA BEACH MUSIC (ASCAP), ADMIN. BY WB
MUSIC CORP. (ASCAP)/TENNMAN TUNES, ADMIN. BY
UNIVERSAL MUSIC - Z TUNES LLC (ASCAP), O/B/O
JUSTIN TIMBERLAKE/WB MUSIC CORP. (ASCAP),
BONE BEATZ PUBLISHING (ASCAP) & SIR KAY DRIVE
PUBLISHING (ASCAP), ADMIN. BY WB MUSIC CORP.
(ASCAP)
PRODUCED BY TIMBALAND FOR TIMBALAND PRODUCTIONS AND JUSTIN TIMBERLAKE FOR TENNMAN PRODUCTIONS
CO-PRODUCED BY HANNON LANE FOR M.S.I. AND TIMBALAND PRODUCTIONS
ADDITIONAL PRODUCTION BY DEMACIO “DEMO” CASTELLON FOR STORM-CIRCLE ENT.
RECORDED, PROGRAMMED, AND MIXED BY DEMACIO “DEMO” CASTELLON FOR STORM-CIRCLE ENT.
PROTOOLS EDITING BY RON TAYLOR
ASSISTANT ENGINEERS: JULIAN VASQUEZ, VADIM CHISLOV, GRAHAM ARCHER, FAREED SALAMAH
SCE ASST.: JOSE AND JOSEPH CASTELLON
STUDIOS: SARM STUDIOS UK AND THE HIT FACTORY CRITERIA MIAMI
BG VOCALS BY JUSTIN TIMBERLAKE
DRUMS BY TIMBALAND
GUITARS BY DAN WARNER AND DARRELL PEARSON
BASS BY DARRELL PEARSON
KEYBOARDS BY HANNON LANE
TIMBALAND APPEARS COURTESY OF BLACKGROUND RECORDS
JUSTIN TIMBERLAKE APPEARS COURTESY OF JIVE RECORDS
10. SPANISH LESSON
(P. WILLIAMS, MADONNA)
WATERS OF NAZARETH PUBLISHING/EMI-BLACKWOOD
MUSIC, INC. (BMI)/WEBO GIRL PUBLISHING, INC.
(ASCAP), ALL RIGHTS O/B/O WEBO GIRL PUBLISHING,
INC. ADMIN. BY WB MUSIC CORP. (ASCAP)
PRODUCED BY THE NEPTUNES
CO-PRODUCED BY MADONNA
RECORDED BY SPIKE STENT, ANDREW COLEMAN
AND ALEX DROMGOOLE AT SARM STUDIOS, LONDON,
ASSISTED BY GRAHAM ARCHER, AND THE RECORD PLANT, CA,
ASSISTED BY NATE HERTWICK
GUITAR BY MONTE PITTMAN
MIXED BY SPIKE STENT AND ANDREW COLEMAN AT THE RECORD PLANT, CA
11. DEVIL WOULDN’T RECOGNIZE YOU
(MADONNA, T. MOSLEY, J. TIMBERLAKE, N. HILLS,
J. HENRY)
WEBO GIRL PUBLISHING, INC. (ASCAP), ALL RIGHTS
O/B/O WEBO GIRL PUBLISHING, INC. ADMIN. BY WB
MUSIC CORP. (ASCAP)/WB MUSIC CORP. (ASCAP)
& VIRGINIA BEACH MUSIC (ASCAP), ADMIN. BY WB
MUSIC CORP. (ASCAP)/TENNMAN TUNES, ADMIN. BY
UNIVERSAL MUSIC - Z TUNES LLC (ASCAP), O/B/O
JUSTIN TIMBERLAKE/W.B.M. MUSIC CORP. (SESAC)
& DANJAHANDZ MUZIK (SESAC), ADMIN. BY W.B.M.
MUSIC CORP. (ASCAP)/CHRYSALIS MUSIC/BLOOD
COUNT MUSIC (ASCAP)
PRODUCED BY TIMBALAND FOR TIMBALAND PRODUCTIONS, JUSTIN TIMBERLAKE FOR TENNMAN PRODUCTIONS AND DANJA FOR DANJAHANDZ PRODUCTIONS
RECORDED BY MARCELLA “MS. LAGO” ARAICA AND DEMACIO “DEMO” CASTELLON FOR STORM-CIRCLE ENT.
PROGRAMMED AND MIXED BY DEMACIO “DEMO” CASTELLON FOR STORM-CIRCLE ENT
PROTOOLS EDITING BY RON TAYLOR
ASSISTANT ENGINEERS: JULIAN VASQUEZ, VADIM CHISLOV, GRAHAM ARCHER, FAREED SALAMAH
SCE ASST.: JOSE AND JOSEPH CASTELLON
STUDIOS: SARM STUDIOS UK AND THE HIT FACTORY CRITERIA MIAMI
BG VOCALS BY JUSTIN TIMBERLAKE
DRUMS BY TIMBALAND
KEYBOARDS BY DANJA
GUITARS BY DAN WARNER
ADDITIONAL KEYBOARDS BY HANNON LANE
SCRATCHING BY DJ DEMO
TIMBALAND APPEARS COURTESY OF BLACKGROUND RECORDS
JUSTIN TIMBERLAKE APPEARS COURTESY OF JIVE RECORDS
12. VOICES
(MADONNA, T. MOSLEY, J. TIMBERLAKE, N. HILLS, H.
LANE)
WEBO GIRL PUBLISHING, INC. (ASCAP), ALL RIGHTS
O/B/O WEBO GIRL PUBLISHING, INC. ADMIN. BY WB
MUSIC CORP. (ASCAP)/WB MUSIC CORP. (ASCAP)
& VIRGINIA BEACH MUSIC (ASCAP), ADMIN. BY WB
MUSIC CORP. (ASCAP)/TENNMAN TUNES, ADMIN. BY
UNIVERSAL MUSIC - Z TUNES LLC (ASCAP), O/B/O
JUSTIN TIMBERLAKE/W.B.M. MUSIC CORP. (SESAC)
& DANJAHANDZ MUZIK (SESAC), ADMIN. BY W.B.M.
MUSIC CORP. (ASCAP)/WB MUSIC CORP. (ASCAP),
BONE BEATZ PUBLISHING (ASCAP) & SIR KAY DRIVE
PUBLISHING (ASCAP), ADMIN. BY WB MUSIC CORP.
(ASCAP)
PRODUCED BY TIMBALAND FOR TIMBALAND PRODUCTIONS, JUSTIN TIMBERLAKE FOR TENNMAN PRODUCTIONS AND DANJA FOR DANJAHANDZ PRODUCTIONS
CO-PRODUCED BY HANNON LANE FOR M.S.I. AND TIMBALAND PRODUCTIONS
RECORDED BY DEMACIO “DEMO” CASTELLON FOR STORM-CIRCLE ENT. AND MARCELLA “MS. LAGO” ARAICA
PROGRAMMED AND MIXED BY DEMACIO “DEMO” CASTELLON FOR STORM-CIRCLE ENT
PROTOOLS EDITING BY RON TAYLOR
ASSISTANT ENGINEERS: JULIAN VASQUEZ, VADIM CHISLOV, GRAHAM ARCHER, FAREED SALAMAH
SCE ASST.: JOSE AND JOSEPH CASTELLON
STUDIOS: SARM STUDIOS UK AND THE HIT FACTORY CRITERIA MIAMI
BG VOCALS BY JUSTIN TIMBERLAKE
ALL INSTRUMENTS BY DANJA
ADDITIONAL KEYBOARDS BY HANNON LANE
GUITARS BY DAN WARNER
STRINGS BY STEVIE BLACKE
TIMBALAND APPEARS COURTESY OF BLACKGROUND RECORDS
JUSTIN TIMBERLAKE APPEARS COURTESY OF JIVE RECORDS
13. 4 MINUTES (PETER SAVES NEW YORK EDIT) (FEATURING JUSTIN TIMBERLAKE AND TIMBALAND)
(MADONNA, T. MOSLEY, J. TIMBERLAKE, N. HILLS)
WEBO GIRL PUBLISHING, INC. (ASCAP), ALL RIGHTS
O/B/O WEBO GIRL PUBLISHING, INC. ADMIN. BY WB
MUSIC CORP. (ASCAP)/WB MUSIC CORP. (ASCAP)
& VIRGINIA BEACH MUSIC (ASCAP), ADMIN. BY WB
MUSIC CORP. (ASCAP)/TENNMAN TUNES, ADMIN. BY
UNIVERSAL MUSIC - Z TUNES LLC (ASCAP), O/B/O
JUSTIN TIMBERLAKE/W.B.M. MUSIC CORP. (SESAC)
& DANJAHANDZ MUZIK (SESAC), ADMIN. BY W.B.M.
MUSIC CORP. (ASCAP)
REMIX BY PETER RAUHOFER FOR UNIQUE PRODUCTIONS
ADDITIONAL PRODUCTION BY ERIC KUPPER
TIMBALAND APPEARS COURTESY OF BLACKGROUND RECORDS
JUSTIN TIMBERLAKE APPEARS COURTESY OF JIVE RECORDS
14. 4 MINUTES (JUNKIE XL REMIX EDIT) (FEATURING JUSTIN TIMBERLAKE AND TIMBALAND)
(MADONNA, T. MOSLEY, J. TIMBERLAKE, N. HILLS)
WEBO GIRL PUBLISHING, INC. (ASCAP), ALL RIGHTS
O/B/O WEBO GIRL PUBLISHING, INC. ADMIN. BY WB
MUSIC CORP. (ASCAP)/WB MUSIC CORP. (ASCAP)
& VIRGINIA BEACH MUSIC (ASCAP), ADMIN. BY WB
MUSIC CORP. (ASCAP)/TENNMAN TUNES, ADMIN. BY
UNIVERSAL MUSIC - Z TUNES LLC (ASCAP), O/B/O
JUSTIN TIMBERLAKE/W.B.M. MUSIC CORP. (SESAC)
& DANJAHANDZ MUZIK (SESAC), ADMIN. BY W.B.M.
MUSIC CORP. (ASCAP)
PRODUCED, MIXED AND MASTERED BY JUNKIE XL IN THE COMPUTER HELL CABIN
ADDITIONAL SOUND DESIGN BY ANDRE ETTEMA
AND SAM ESTES
TIMBALAND APPEARS COURTESY OF BLACKGROUND RECORDS
JUSTIN TIMBERLAKE APPEARS COURTESY OF JIVE RECORDS
15. GIVE IT 2 ME (PAUL OAKENFOLD EDIT)
(P. WILLIAMS, MADONNA)
WATERS OF NAZARETH PUBLISHING/EMIBLACKWOOD
MUSIC, INC. (BMI)/WEBO GIRL
PUBLISHING, INC. (ASCAP), ALL RIGHTS O/B/O
WEBO GIRL PUBLISHING, INC. ADMIN. BY WB MUSIC
CORP. (ASCAP)
REMIX BY PAUL OAKENFOLD
ADDITIONAL PRODUCTION BY IAN GREEN
MIXED AT STAMFORD BRIDGE STUDIOS
16. RING MY BELL
(P. WILLIAMS, MADONNA)
WATERS OF NAZARETH PUBLISHING/EMI-BLACKWOOD
MUSIC, INC. (BMI)/WEBO GIRL PUBLISHING, INC.
(ASCAP), ALL RIGHTS O/B/O WEBO GIRL PUBLISHING,
INC. ADMIN. BY WB MUSIC CORP. (ASCAP)
PRODUCED BY THE NEPTUNES
CO-PRODUCED BY MADONNA
RECORDED BY SPIKE STENT, ANDREW COLEMAN AND ALEX DROMGOOLE AT SARM STUDIOS, LONDON,
ASSISTED BY GRAHAM ARCHER, AND THE RECORD PLANT, CA,
ASSISTED BY NATE HERTWICK
GUITAR BY MONTE PITTMAN
MIXED BY SPIKE STENT AND ANDREW COLEMAN AT THE RECORD PLANT, CA
Executive Producer: Madonna
Mastered by Chris Gehringer at Sterling Sound
Photography by Steven Klein
Art Direction by Giovanni Bianco
Legal: Grubman Indursky & Shire, P.C.; David R.
Toraya, Esq., Michael K. Goldsmith, Esq. and Sonya
W. Guardo, Esq.
Management: Guy Oseary
2008 Warner Bros. Records Inc. Made in U.S.A. 6-509500
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