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design Mark Weinberg
engineer [studio 2nds] Jeff Gray
engineer [studio 2nds] Malcolm Sherwood
engineer [studio 2nds] Smith Curry
illustration [all illustrations and cartooning] Rackadelic
layout, art direction Erwin Gorostiza
layout, art direction Gregory Jacobs
lead guitar [special guest lead guitar] Michael Hampton
mastered by Ken Lee
producer, arranged by D-Flow Production Squad
recorded by [recording engineer], mixed by [mixing engineer] Bob Morse
recorded by [recording engineer], mixed by [mixing engineer] Darrin Harris
recorded by [recording engineer], mixed by [mixing engineer] Mark Slagle
recorded by [recording engineer], mixed by [mixing engineer] Matt Kelley
recorded by [recording engineer], mixed by [mixing engineer] Michael Denten
recorded by [recording engineer], mixed by [mixing engineer] Steve Counter
sampler [sampling], programmed by [programming], keyboards, turntables David Elliot
sampler [sampling], programmed by [programming], keyboards, turntables Jeremy Jackson
sampler [sampling], programmed by [programming], keyboards, turntables The Piano Man
voice [bench team voices] Descaro Moore
voice [bench team voices] Gwen Everett
voice [bench team voices] Jeremy Jackson
voice [bench team voices] Kim Morgan
voice [bench team voices] Ramone Gooden
voice [bench team voices] Ronald Everett
voice [bench team voices] Ronvell Sharper
voice [bench team voices] Shirley Tabor
voice [bench team voices] Toby Holton
voice [special mention guest voices] D-Love
voice [special mention guest voices] Garry Shider
voice [special mention guest voices] Gary Mudbone Cooper
voice [special mention guest voices] Mark Sexx
voice [special mention guest voices] O.B.
voice [special mention guest voices] The Shah
voice [starting team voices] Cleveland Askew
voice [starting team voices] Earl Cook
voice [starting team voices] Eddie Humphrey
voice [starting team voices] Gregory Jacobs
voice [starting team voices] Michael Boston
voice [starting team voices] Ronald Brooks
voice [starting team voices] Saafir
voice [starting team voices] Tupac Shakur
tracks 1 written-by Bernie Worrell
tracks 3, 7 written-by Bernie Worrell
tracks 20 written-by Blackbyrd McKnight
tracks 1, 7, 16 written-by Bootsy Collins
tracks 10 written-by Charlie Wilson
tracks 7, 9 to 11, 13, 18, 20 written-by Cleveland Askew
tracks 2 to 4, 14, 15, 19 written-by David Elliot
tracks 20 written-by Earl Cook
tracks 1, 5, 6, 12, 14, 16, 17 written-by Eddie Humphrey
tracks 1, 3, 7, 16, 20 written-by George Clinton
written-by Gregory Jacobs
tracks 7 written-by J.S. Theracon
tracks 1, 18 written-by Jeremy Jackson
tracks 18 written-by Michael Boston
tracks 9 written-by Michael Hampton
tracks 2 to 4, 6, 10 to 12, 17, 20 written-by Reginald Mohamed
tracks 10 written-by Roger Troutman
tracks 4, 6, 7, 9, 11, 12, 14, 16, 17, 20 written-by Ronald Brooks
tracks 9 written-by Tupac Shakur
Phonographic Copyright (p) Tommy Boy Music, Inc.
Copyright (c) Tommy Boy Music, Inc.
Manufactured For Tommy Boy Music, Inc.
Distributed By Tommy Boy Music, Inc.
Mastered At Rocket Lab
Engineered At Starlight Sound
Engineered At Infinite Sounds
Engineered At Hyde Street Studios
Engineered At Different Fur Studios
Engineered At Head First Productions
Engineered At Echo Sound
Produced For Stayin' Busy Productions
Published By GLG Two Music
Published By Pubhowyalike Publishing
Published By Willesden Music
Published By Bridgeport Music, Inc.
Published By Rubber Band Music
Published By Rightsong Music
Parental Advisory Explicit Lyrics
Tracks 5, 7 & 20 are bonus CD tracks.
Comes with a mini poster insert and a black & white comic book.
Produced for Stayin' Busy Productions.
The Samplers, Programmers, Scratchers and Lead Guitarist are called Locker-Room Physicians.
The Engineers are called Press Box And Scoreboard Personnel.
The Artists and Designers are called Halftime Festivities.

The Arenas:
Starlight Sound in Richmond, California
Infinite Sounds in Alameda, California
Hyde Street Studios in San Francisco, California
Different Fur in San Francisco, California
Head First Productions in Tampa, Florida
Echo Sound in Los Angeles, California

2-Pac appears courtesy of Interscope Inc.
Raw Fusion and The Dungeon Squad appear courtesy of Hollywood Basic.
Humpty-Hump appears courtesy of a weekend pass from Bel-View State Mental Institution.

Credits:
1 - Aqua Boogie performed by Parliament used courtesy of Polygram Records.
3 - Holly Wants To Go To California performed by Funkadelic used courtesy of Warner Bros. Records.
7 - Colour Me Funky and Trombipulation performed by Parliament used courtesy of Polygram Records
10 - Computer Love performed by Zapp used courtesy of Warner Special Products.
16 - Funkentelechy performed by Parliament used courtesy of Polygram Records.
20 - The Freeze performed by Parliament used courtesy of Polygram Records.

Publishing:
1 & 16 - GLG Two Music / Pubhowyalike Publishing / Willesden Music / Bridgeport Music / Rubberband Music / Rightsong Music (BMI)
2, 4 to 6, 8 to 15 & 17 to 19 - GLG Two Music / Pubhowyalike Publishing / Willesden Music (BMI)
3 - GLG Two Music / Pubhowyalike Publishing / Willesden Music / Bridgeport Music (BMI)
7 & 20 - GLG Two Music / Pubhowyalike Publishing / Willesden Music / Bridgeport Music / Rightsong Music (BMI)

(P)(C) 1993 Tommy Boy Music, Inc.

Barcode: 0 16998-1080-2 4
Rights Society: BMI
Matrix / Runout: 43 1080-2 SRC##01 ARC *M2 S2