1 Anyway
Mixed By – Teddy Riley
Producer – Teddy Riley
Recorded By – George Meyers Jr., John Haynes*
Written-By – Sherri Blair, Teddy Riley
4:52
2 Distant Lover
Mixed By – George Meyers Jr., Sprague "Doogie" Williams, Teddy Riley
Producer – Sprague "Doogie" Williams
Producer [Vocal Production] – Sherri Blair
Recorded By – George Meyers Jr., John Haynes*
Written-By – Sherri Blair, Sprague Williams*
4:12
3 How Can I Get Over You
Mixed By – Teddy Riley
Producer – Chase Chad Hugo*
Producer [Vocal Production] – Sherri Blair
Programmed By [Additional Programming] – Sprague Williams*
Recorded By – George Meyers Jr., John Haynes*
Written-By – Chad Hugo, Karen Anderson, Sherri Blair
4:30
4 Silly
Mixed By – Dave Daschinger (2)
Producer – Edward "Eddie F." Ferrell*, Tim Shider
Recorded By – Jason Decosta*, Joe Pirrera
Written-By – Clarence McDonald, Deniece Williams, Fritz Baskett
6:20
5 Ooh, Ooh Baby
Engineer [Assistant Recording Engineer] – Scott MacMinn*
Mixed By – Chad Elliott, Kevin Thomas, Terry Williams (11)
Post Production [Additional Production By] – Chad "Dr. Ceuss" Elliott*
Producer – Terry Williams (11)
Rap – Missy "Misdemeanor" Elliott*
Recorded By – Jim Salamone
Written-By – Missy Elliott, Terry Williams (11)
3:52
6 This Time
Backing Vocals – Mary Brown
Mixed By – Gerald "Big Yam" Baillergeau*, Victor Merritt
Producer – Gerald "Yam" Baillergeau*, Victor Merritt
Recorded By – Victor Merritt
Written-By – Gerald "Yam" Baillergeau*, Mary Brown, Victor Merritt
4:21
7 Stay (4 A Little While)
Mixed By – Gerald "Big Yam" Baillergeau*, Victor Merritt
Producer – Gerald Baillergeau, Victor Merritt
Recorded By – Victor Merritt
Written-By – Gerald "Big Yam" Baillergeau*, Victor Merritt
5:23
8 A Lil' Somethin'
Backing Vocals – Erik "E. Smooth" Hicks*, Miriam Hicks, Taral, Tina Hicks
Co-producer [Associate Producer] – James Fischer
Keyboards, Programmed By – Erik "E. Smooth" Hicks*, James Fischer
Mixed By – David "Frazeman" Frazer*
Producer, Arranged By – Erik "E. Smooth" Hicks*
Recorded By – James Fischer, Matt Rohr
Recorded By [Vocals Recorded By] – Marc "Elvis" Reyburn*
Written-By – Erik Hicks*, James Fischer, Narada Michael Walden
4:08
9 Whoopty Whoop
Co-producer [Associate Producers] – Mike "$" Mani*
Producer, Arranged By – Narada Michael Walden
Recorded By – Marc "Elvis" Reyburn*, Mike "$" Mani*
Recorded By [Vocals Recorded By], Mixed By [Vocals Mixed By] – David "Frazeman" Frazer*
Written-By – Erik Hicks*, Narada Michael Walden
3:58
10 Don't Let The Feelin' Go Away
Backing Vocals – Miriam Hicks, Nikita Germaine, Sandy Griffith, Taral, Tina Gibson
Co-producer [Associate Producer] – Louis Biancaniello
Keyboards, Programmed By, Drum Programming, Bass – Louis "Kingpin" Biancaniello*
Producer – Narada Michael Walden
Recorded By – Marc "Elvis" Reyburn*
Recorded By [Vocals Recorded By], Mixed By [Vocals Mixed By] – David "Frazeman" Frazer*
Written-By – Narada Michael Walden, Sally Jo Dakota, Taral Hicks
4:14
11 I Wish You Were Here
Backing Vocals – Miriam Hicks, Nikita Germaine, Sandy Griffith, Taral, Tina Gibson
Co-producer [Associate Producer] – Louis Biancaniello
Keyboards, Programmed By, Drum Programming, Bass – Louis "Kingpin" Biancaniello*
Mixed By – David "Frazeman" Frazer*
Producer, Arranged By – Narada Michael Walden
Recorded By – Marc "Elvis" Reyburn*
Written-By – Narada Michael Walden, Sally Jo Dakota, Taral Hicks
4:16
12 Get With This
Backing Vocals – Miriam Hicks, Taral
Mixed By – Gerald "Big Yam" Baillergeau*, Victor Merritt
Producer – Gerald "Big Yam" Baillergeau*, Victor Merritt
Recorded By – Gerald "Big Yam" Baillergeau*, Victor Merritt
Written-By – Gerald "Big Yam" Baillergeau*, Ronald Martin (6), Victor Merritt
3:41
