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tracks 6, 7, 9, 11 backing vocals Audra Nishita
tracks 7, 9, 11 backing vocals Darryl Swann
tracks 1, 3, 6 to 11 backing vocals Dawn Beckman
tracks 6, 7, 9, 11 backing vocals Fanny Franklin
tracks 1 to 3, 6, 8, 11 backing vocals Stephanie Alexander
tracks 1 to 3, 6 to 9 backing vocals Sy Smith
tracks 1, 4 to 7 bass Dave Wilder
tracks 2, 3, 8, 10 to 13 bass Mike Elizondo
tracks 4, 6, 8 drums Ahmir '?uestlove' Thompson
tracks 1, 2, 5, 6, 9 to 13 drums Victor Indrizzo
engineer Darryl Swann
tracks 2, 3, 6, 7, 12, 13 guitar Arik Marshall
tracks 1, 2, 7, 9, 10, 12, 13 guitar Darryl Swann
tracks 1, 3, 4, 9, 10 guitar Jinsoo Lim
tracks 3, 7 to 9 horns Printz Board
tracks 1, 2, 4 to 7, 12, 13 keyboards [chamberlain] Zac Rae
tracks 1 to 3, 5 to 13 lyrics by Macy Gray
mastered by Vlado Meller
mixed by Dave Way
tracks 1 to 3, 7, 9, 10, 12 to 13 music by Darryl Swann
tracks 1 to 3 music by Dave Wilder
tracks 1 to 3, 7, 8 music by Jeremy Ruzumna
tracks 5, 8, 9 organ Billy Preston
tracks 1, 5 to 7, 10, 12, 13 organ Jeremy Ruzumna
tracks 3, 4, 6 to 13 percussion Ahmir '?uestlove' Thompson
tracks 6, 10 to 13 percussion Frank "Knuckles" Walker
tracks 1, 3, 5 percussion Marina Bambino
tracks 1, 4, 8, 10 piano Jeremy Ruzumna
tracks 4, 5, 9, 10, 12, 13 piano Zac Rae
producer Macy Gray
producer Rick Rubin
programmed by Darryl Swann
tracks 3, 7, 9 saxophone Tim "Izo" Orindgreff
tracks 4, 6, 9, 12, 13 scratches Kiilu Grand
tracks 3, 7 to 9 trombone Steve Baxter
tracks 3, 7 to 9, 12, 13 trumpet Printz Board
Recorded At Paramount Recording Studios
Recorded At Record Plant, Los Angeles
Recorded At The Studio
Mixed At Record Plant, Los Angeles
Mixed At Larrabee Sound Studios
Mixed At Cello Studios
Mixed At Sony Music Studios, New York City
Glass Mastered At Sony Music, Pitman
The kids choir on track 4 consists of:
Aanisah Hinds, Mel Hinds, Kaya Tafari Joseph, Sequoia Reyes, Shawki Jibri, Darice Murphy, Ronesha Davis, Tyler Beckwith, Paloma Elsesser & Sunnie Shawn.

CD contains a hidden track 14, which is referred to as 'Shed' on a sticker found on sealed copies of the album.

Barcode: 6 9699-85200-2 8 (text)
Barcode: 696998520028 (scan)
Matrix / Runout: CTDP-106119 G4 1A 04 (Variant 1)
Mastering SID Code: IFPI L424 (Variant 1)
Mould SID Code: IFPI 7251 (Variant 1)
Matrix / Runout: CTDP-106119 G4 1A 04 (Variant 2)
Mastering SID Code: IFPI L424 (Variant 2)
Mould SID Code: IFPI 7215 (Variant 2)
Matrix / Runout: CTDP-106119 G4 1A 02 (Variant 3)
Mastering SID Code: IFPI L424 (Variant 3)
Mould SID Code: IFPI 7245 (Variant 3)
Matrix / Runout: CTDP-106119 G4 1A 03 (Variant 4)
Mastering SID Code: IFPI L424 (Variant 4)
Mould SID Code: IFPI 7240 (Variant 4)
Matrix / Runout: CTDP-106119 G4 1A 09 (Variant 5)
Mastering SID Code: IFPI L424 (Variant 5)
Mould SID Code: IFPI 7290 (Variant 5)