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a&r [direction] Amerie
a&r [direction] Lenny Nicholson
art direction Ellen To
tracks 3 bass LaMarquis Jefferson
tracks 3 coordinator [production coordinator] Delvida Flaherty
design [associate design director] Susanne Cerha
executive-producer Amerie
executive-producer Lenny Nicholson
executive-producer [associate executive producer] Dorsey James
tracks 10 flute Amerie
tracks 3 guitar Craig Love
tracks 10 instruments [all other] Dre & Vidal
tracks 13 instruments [all] Rich Harrison
tracks 3 keyboards James Phillips
management Feenix Rising Ent.
management James Lassiter
management Lenny Nicholson
management Overbrook Entertainment
mastered by Tom Coyne
tracks 11 mixed by Gary Noble
tracks 14 mixed by Jim Caruana
tracks 3 mixed by John Frye
tracks 9, 11 mixed by Rich Keller
tracks 1, 2, 4 to 8, 12, 13 mixed by Tony Maserati
tracks 13 mixed by [assistant] Flip Osman
photography by Michael Biondo
tracks 1, 2, 5 to 8, 12, 13 producer Rich Harrison
producer [album producer] Rich Harrison
tracks 3 producer [vocal production assistant] Gary Fly
tracks 3, 4, 9, 10, 11 producer [vocal production] Amerie
tracks 10 producer [vocal production] Ryan Toby
tracks 11 recorded by Dupri
tracks 3, 4, 9, 14 recorded by Jim Caruana
tracks 1, 2, 5 to 8, 12 recorded by Scotty Beats
tracks 1, 2, 5 to 8, 12 recorded by [assistant] Bram Tobey
tracks 12 recorded by [eve's vocals, assistant] Alan Masor
tracks 12 recorded by [eve's vocals] Dave Ashton
tracks 13 recorded by, engineer [pro tools] Jose Sanchez
tracks 10 recorded by, mixed by Vincent Dilorenzo
tracks 1 to 6, 8 to 12 written-by Amerie Mi Marie Rogers
tracks 14 written-by Andre Gonzalez
tracks 4 written-by Andre Gonzalez
tracks 11 written-by Andy Thelusma
tracks 4 written-by Bryce Wilson
tracks 9 written-by Carl Thomas
tracks 3 written-by Craig Love
tracks 2 written-by Dexter Wansel
tracks 10 written-by Dre & Vidal
tracks 14 written-by Elizabeth "Yummy" Bingham
tracks 12 written-by Eve Jeffers
tracks 13 written-by Gamble & Huff
tracks 3 written-by James Phillips
tracks 10 written-by Jason Boyd
tracks 3 written-by Jonathan Smith
tracks 3 written-by LaMarquis Jefferson
tracks 14 written-by Lynn Kishkon
tracks 4 written-by Makeda Davis
tracks 9 written-by Maurice White
tracks 14 written-by Michael Quatro
tracks 9 written-by Philip Bailey
tracks 1, 2, 5 to 8, 12, 13 written-by Rich Harrison
tracks 8 written-by Roy Ayers
tracks 10 written-by Ryan Toby
tracks 3 written-by Sean Garrett
tracks 14 written-by Simon Johnson
tracks 4 written-by Simon Johnson
tracks 1, 12 written-by Stanley Walden
tracks 10 written-by Sunshine Anderson
tracks 14 written-by [rap] Nasir Jones
Copyright (c) Sony BMG Music Entertainment
Phonographic Copyright (p) Sony BMG Music Entertainment
Licensed From Sony Corporation
Licensed From Bertelsmann AG
Distributed By Ten
Made By Sony Music
Glass Mastered At Sony DADC
Produced For Richcraft Inc.
Recorded At Sony Music Studios, New York City
Recorded At Nightflight Studios
Mixed At The Hit Factory
Published By Mi Suk Publishing
Published By Universal Music Corp.
Published By EMI Blackwood Music Inc.
Published By Dam Rich Music
Published By EMI U Catalog Inc.
Licensed From Rhino Entertainment Company
Licensed From Warner Strategic Marketing
Mixed At Chung King Studios
Published By Warner-Tamerlane Publishing Corp.
Produced For BME Enterprises
Mixed At Stankonia Recording
Published By Christopher Garrett's Publishing
Published By Hitco South
Published By Music Of Windswept
Published By LilJon00017 Music
Published By White Rhino Music, Inc.
Published By C'Amore Music
Published By 8th Grade Music Publishing
Published By EMI April Music Inc.
Published By Me And Marq Music
Published By Basajamba Music
Produced For Czar Entertainment
Published By Notting Dale Songs, Inc.
Published By Marijuana Flower
Published By Groove 78 Music
Published By 48 Laws Of Power Publishing
Published By Curly Kid Flavor
Published By Dreamworks
Published By Cherry Lane Music Publishing
Published By Ubiquity Music
Published By Chrysalis Music
Phonographic Copyright (p) Universal Records
Licensed From Universal Music Enterprises
Published By Thom Tunes, Inc.
Produced For Vidal/Dre Productions
Recorded At Studio 609
Mixed At Studio 609
Published By Dirty Dre Music
Published By Lil Vidal Music
Published By Pladis Music
Published By Poo BZ Publishing, Inc.
Recorded At Spydadome
Mixed At Circle House Studios
Published By Webstyle
Recorded At Chalice Recording Studios
Published By Blondie Rockwell Publishing
Recorded At Lobo Studios
Produced For Buchanans Music Works, Inc.
Published By Dreamworks Songs
Published By Yummy B Music
Published By Ill WIll
Published By Jobete Music Co., Inc.
Mastered At Sterling Sound
Track 1
Produced for Richcraft Inc.
Recorded at Sony Music Studios, NYC, Nightflight Studios, DC
Mixed at The Hit Factory, NYC
Published by Mi Suk Publishing (ASCAP) controlled and administered by Universal Music Corp. (ASCAP) / EMI Blackwood Music, Inc. (BMI) obo itself and Dam Rich Music (BMI) / EMI U Catalog Inc. (ASCAP).
Contains excerpts from Oh, Calcutta written by Stanley Walden and published by EMI U Catalog Inc. (ASCAP). Featuring samples from the Meters recording Oh, Calcutta produced under license from Rhino Entertainment Co. by arrangement with Warner Strategic Marketing.

Track 2
Produced for Richcraft Inc.
Recorded at Sony Music Studios, NYC
Mixed at Chung King Studios, NYC
Published by Mi Suk Publishing (ASCAP) controlled and administered by Universal Music Corp. (ASCAP) / EMI Blackwood Music, Inc. (BMI) obo itself and Dam Rich Music (BMI) / Warner-Tamerlane Publishing Corp. (BMI).
Contains elements of You Are All I Need (D. Wansel) Warner-Tamerlane Publishing Corp. (BMI) performed by Jean Carn courtesy of Philadelphia Int'l.

Track 3
Produced for BME Enterprises
Recorded at Sony Music Studios, NYC
Mixed at Stankonia Studios, Atlanta, GA
Production coordinator for Flaherty Consulting & Mgmt., LLC
Published by Mi Suk Publishing (ASCAP) controlled and administered by Universal Music Corp. (ASCAP) / Christopher Garrett's Publishing (ASCAP) / Hitco South (ASCAP) all rights administered by Music Of Windswept (ASCAP) / Lil' Jon 0017 Music (ASCAP) / White Rhino Music, Inc. (BMI) / EMI Blackwood Music, Inc. (BMI) obo itself and C'Amore Music (BMI) / 8th Grade Music Publishing (BMI) / EMI April Music, Inc. (ASCAP) and Me & Marq Music (ASCAP) obo itself and Basajamba Music (ASCAP).

Track 4
Co-produced for Czar Ent.
Recorded at Sony Music Studios, NYC
Mixed at Chung King Studios, NYC
Published by Mi Suk Publishing (ASCAP) controlled and administered by Universal Music Corp. (ASCAP) / Notting Dale Songs, Inc. (ASCAP) obo itself and Marijuana Flower (ASCAP) and Groove 78 Music (ASCAP) / 48 Laws Of Power Publishing (ASCAP) and Curly Kid Flavor (ASCAP) / DreamWorks (ASCAP) / Cherry Lane Music Publishing (ASCAP)

Tracks 5, 6
Produced for Richcraft Inc.
Recorded at Sony Music Studios, NYC
Mixed at Chung King Studios, NYC
Published by Mi Suk Publishing (ASCAP) controlled and administered by Universal Music Corp. (ASCAP) / EMI Blackwood Music, Inc. (BMI) obo itself and Dam Rich Music (BMI)

Track 7
Produced for Richcraft Inc.
Recorded at Sony Music Studios, NYC
Mixed at Chung King Studios, NYC
Published by EMI Blackwood Music, Inc. (BMI) obo itself and Dam Rich Music (BMI)

Track 8
Produced for Richcraft Inc.
Recorded at Sony Music Studios, NYC
Mixed at Chung King Studios, NYC
Published by Mi Suk Publishing (ASCAP) controlled and administered by Universal Music Corp. (ASCAP) / EMI Blackwood Music, Inc. (BMI) obo itself and Dam Rich Music (BMI) / Ubiquity Music (ASCAP) admin. by Chrysalis Music (ASCAP).
Contains a sample of the recording Searching as performed by Roy Ayers. ℗ 1976 Universal Records, a division of UMG Recordings, Inc. Courtesy of Universal Records under license from Universal Music Enterprises. Contains an interpolation of Searching by Roy Ayers. Published by Chrysalis Music and Ubiquity Music (ASCAP). All rights on behalf of Ubiquity Music administered by Chrysalis Music (ASCAP)

Track 9
Recorded at Sony Music Studios, NYC
Mixed at Chung King Studios, NYC
Carl Thomas appears courtesy of Bad Boy Records
Published by Mi Suk Publishing (ASCAP) controlled and administered by Universal Music Corp. (ASCAP) / EMI April Music, Inc. (ASCAP) obo itself and Thom Tunes, Inc. (ASCAP)
Contains excerpts from the composition Evil written by Philip Bailey and Maurice White and published by EMI April Music, Inc. (ASCAP). Contains excerpts from Evil performed by Earth, Wind & Fire courtesy of Sony BMG Music Entertainment.

Track 10
Produced for Vidal/Dre Productions
Recorded/mixed at Studio 609 in Philadelphia, PA
Published by Dirty Dre Music (ASCAP) and Lil Vidal Music (ASCAP) admin. by Universal Music Corp. (ASCAP) / EMI April Music, Inc. (ASCAP) obo itself and Pladis Music (ASCAP) / Poo BZ Publishing, Inc. (ASCAP) Hitco South (ASCAP) admin. by Music Of Windswept (ASCAP) / Sunshine Anderson publishing designee (ASCAP)

Track 11
Recorded for Dirty Works at The Spyda Dome, NYC
Mixed at Circle House Studios (Gary Noble) and Chung King Studios, NYC (Rich Keller)
Published by Mi Suk Publishing (ASCAP) controlled and administered by Universal Music Corp. (ASCAP) / Webstyle (BMI)

Track 12
Produced for Richcraft Inc.
Recorded at Sony Music Studios, NYC, Nightflight Studios, DC
Mixed at The Hit Factory, NYC
Eve's vocals recorded at Chalice Recording Studios, LA
Mixed at Chung King Studios, NYC
Eve appears courtesy of Aftermath Records / Interscope Records
Published by Mi Suk Publishing (ASCAP) controlled and administered by Universal Music Corp. (ASCAP) / EMI Blackwood Music, Inc. (BMI) obo itself and Dam Rich Music (BMI) / Blondie Rockwell Publishing (ASCAP) / Universal Music Corporation (ASCAP) / EMI U Catalog Inc. (ASCAP).
Contains excerpts from Oh, Calcutta written by Stanley Walden and published by EMI U Catalog Inc. (ASCAP). Featuring samples from the Meters recording Oh, Calcutta produced under license from Rhino Entertainment Co. by arrangement with Warner Strategic Marketing.

Track 13
Produced for Richcraft, Inc.
Recorded at Lobo Studios, Deer Park, NY
Mixed for Two Chord Music, Inc. at Hit Factory, NYC
Published by EMI Blackwood Music Inc (BMI) obo itself and Damrich Music (BMI) / Warner-Tamerlane Publishing Corp. (BMI)
Contains elements of You're The Reason Why (K. Gamble/L. Huff) Warner-Tamerlane Publishing Corp. (BMI). Contains excerpts from You're The Reason Why performed by The Ebonys courtesy of Sony BMG Music Entertainment.

Track 14
Produced for Buchanans Music Works, Inc. & Czar Entertainment
Mixed at Sony Music Studios (NYC)
48 Laws Of Power Publishing / DreamWorks Songs (ASCAP) / Curly Kid Flavor / DreamWorks Songs (ASCAP) / Yummy B Music (BMI) / Ill WIll (ASCAP) / Jobete Music Co. Inc.
Contains an interpolation of Stripper performed by Michael Quatro. Written by M. Quatro and L. Kinshkon. Published by Jobete Music Co. Inc.

Mastered at Sterling Sound, NYC

© 2005 Sony BMG Music Entertainment / ℗ 2002 (track 13), 2005 Sony BMG Music Entertainment / All label copy and sleeve notes © 2005 Sony BMG Music Entertainment.
Columbia is the exclusive trademark of Sony BMG Music Entertainment.
Sony and BMG, as used in the name Sony BMG Music Entertainment, and in the Sony BMG Music Entertainment logo are trademarks of, and are used under license from Sony Corporation and Bertelsmann AG, respectively.
Made in the E.U. Distribution: Ten.
Barcode: 5 099752 016624
Rights Society: MCPS/BIEM/SDRM
Label Code: LC0162
Mastering SID Code: IFPI L551
Matrix / Runout: Sony Music S0100601680-0101 11 A 1 (Variant 1)
Matrix / Runout: Sony Music S0100601680-0101 11 A 2 (Variant 2)
Mould SID Code: IFPI 94Z6 (Variant 1)
Mould SID Code: IFPI 94Z5 (Variant 2)