| Preview | |||
| 1 | Intro Shhhhh | 00:05 | |
| 2 | On My Mind (11:59 p.m.) | 03:41 | |
| Featuring – Bishop Lamont, Bokey, Chevy Jones, Mike Anthony | |||
| 3 | Do What It Do | 03:53 | |
| Featuring – Bishop Lamont | |||
| 4 | In Case Some Sh$# Go Down | 03:28 | |
| Featuring – Frank Lee White The Greatest, Mike Jones | |||
| 5 | I Need A Light | 04:42 | |
| Featuring – Nate Dogg | |||
| 6 | Get U Down | 03:48 | |
| Featuring – B Real, Side Effect | |||
| 7 | A Chronic Break | 00:21 | |
| 8 | Weed Song | 01:58 | |
| Featuring – Frank Lee White The Greatest | |||
| 9 | Wheels Keep Spinning | 04:01 | |
| 10 | PYT | 04:05 | |
| Featuring – Nate Dogg, Big Snoop Dogg | |||
| 11 | Walk These Streets | 03:48 | |
| Featuring – Raphael Saadiq | |||
| 12 | Garilla Pimpin | 04:12 | |
| Featuring – Bishop Lamont | |||
| 13 | Turn It Up Loud | 03:40 | |
| Featuring – Chuck Taylor | |||
| 14 | In The Mid-Nite Hour | 03:44 | |
| Featuring – Nate Dogg | |||
| 15 | I Like That There | 04:00 | |
| Featuring – Bishop Lamont | |||
| 16 | Yes Sir | 03:58 | |
| Featuring – Bishop Lamont, Frank Lee White The Greatest, Snoop Dogg | |||
| 17 | Ahh | 04:43 | |
| Featuring – Bishop Lamont, Chuck Taylor, Frank Lee White The Greatest | |||
| 18 | All I Ask Of You | 03:38 | |
| Featuring – Bishop Lamont, Chevy Jones, Frank Lee White The Greatest | |||
| 19 | Get U Down (Remix) | 05:03 | |
Credits
Backing Vocals – Side Effect (tracks: 6, 17)
Bass – Andrew Gouche, Raphael Saadiq (tracks: 11)
Co-producer – Andrew Gouche, Craig Brockman, Raphael Saadiq (tracks: 11)
Drums, Bass, Keyboards, Percussion, Drum Programming, Drum Machine [MPC] – Warren Griffin III
Drums, Scratches – Jake and the Phatman (tracks: 11)
Engineer – Glenn Standridge
Engineer [Assistant] – James Tanksley (tracks: 11)
Engineer [Tracking] – Greg “The Wave Doctor” Sartiano, Money B
Executive Producer, A&R – Warren G, Wrong “Mutherfu$$n” G
Graphics – Drac Inc.
Guitar – Marlon Williams, Raphael Saadiq (tracks: 11)
Keyboards – Craig “Boogie” Brockman, Dimitrius “Fancy Fingers” Collins (tracks: 14), Kelvin Wooten (tracls: 11)
Lead Vocals – Mr. Tony Hicks (tracks: 6)
Legal – Robert Lieberman
Management, Concept By – Wrong “Mutherfu$$n” G
Mastered By – Mike “The Magnificent” Bozzie
Mixed By – Danny Romero (tracks: 11), Dave Pensado, Greg “The Wave Doctor” Sartiano
Other [Wheels Of Fortune Sample] – Jimmy Scott (tracks: 9)
Performer [Appears Courtesy Of] – Knocturnal (tracks: 11)
Photography By [Additional] – Toshi Sakurai
Photography By [Cover Photo and Album Photography] – Donn Thompson
Producer – M. Williams (tracks: 10), T. Martin (tracks: 10), Warren G
Recorded By – Gerry Brown (tracks: 11), Glenn Standridge (tracks: 11), John Tanksley (tracks: 11)
Scratches [On The 1’s & 2’s] – DJ Warren G (tracks: 4)
Vocals – Chevy Jones (tracks: 2, 18), Nate Dogg (tracks: 5, 14), Raphael Saadiq (tracks: 11), Turie McCormick (tracks: 16)
Vocals [Additional] – Side Effect (tracks: 5)
Vocals [Intro By] – Augie Johnson (tracks: 17)
Written-By – C. Broadus (tracks: 10, 16), C. Jones (tracks: 18), Charles Miller (tracks: 6), Harold Brown (tracks: 6), Howard Scott (tracks: 6), Gerald Goldstein (tracks: 6), J. Rivers (tracks: 13, 17), Knoc (tracks: 11), Lee Levitan (tracks: 6), Le Roy Jordon (tracks: 6), L. Freeze (tracks: 6), L. Williams (tracks: 4, 8, 16 to 18), Morris Dickerson (tracks: 6), M. Fields (tracks: 2, 4), N. Hale (tracks: 5, 10, 14), P. Martin (tracks: 2, 3, 12, 15 to 18), R. Saadiq (tracks: 11), Sylvester Allen (tracks: 6), W. Griffin III (tracks: 1 to 18)
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