Produced by: Timbaland for Timbaland Music, Inc
Executive producers: Missy Elliott and Timbaland
A&R: Merlin Bobb
Mastered by: Herb Powers at Power House of Sound, New York, NY
Management: Mona Scott & Chris Lighty for Violator Management
Mysterious (Intro)
Written by: M. Elliott, T. Mosley; Mass Confusion Music/WB Music Corp./Virginia Beach Music/WB Music Corp. (ASCAP)
Vocals: Missy "Misdemeanor" Elliott
Recorded at: Master Sound Studios, Virginia Beach, Virginia
Engineer: Senator Jimmy D
Assistant Engineer: Drew Coleman
Mixed by: Timbaland and Jimmy Douglass
Mixed at: Manhattan Center Studios, New York, New York
Assistant Engineer: Darren S. Moore
Busa Rhyme
Written by: M. Elliott, T. Mosley, M. Matthers, R. Parissi; Mass Confusion Music/WB Music Corp./Virginia Beach Music/WB Music Corp. (ASCAP)/8 Mile Style Music (BMI)/Bema Music/RWP Music (ASCAP)
Vocals: Missy "Misdemeanor" Elliot and Eminem
Vocal Ad Libs: Gina Thompson
Recorded at: Master Sound Studios, Virginia Beach, Virginia
Engineer: Senator Jimmy D
Assistant Engineer: Drew Coleman
Mixed by: Timbaland and Jimmy Douglass
Mixed at: Manhattan Center Studios, New York, New York
Assistant Engineer: Darren S. Moore
Eminem appears courtesy of Interscope/Aftermath Records
Gina Thompson appears courtesy of EastWest Records/Elektra Entertainment Group Inc
Contains an interpolation of "Play That Funky Music" (R. Parissi), RWP Music/Sweet City Records, Inc (ASCAP)
All N My Grill
Written by: M. Elliott, T. Mosley, MC Solaar, A. Patton; Mass Confusion Music/WB Music Corp./Virginia Beach Music/WB Music Corp./Gnat Booty Music/Chrysalis Music Inc. (ASCAP) Publisher for Solaar is Sentinel Sud
Vocals: Missy "Misdemeanor" Elliott
Rap by: Big Boi
Vocal Ad Libs: Nicole Wray
Recorded at: Master Sound Studios, Virginia Beach, Virginia
Engineer: Senator Jimmy D
Assistant Engineer: Drew Coleman
Mixed by: Timbaland and Jimmy Douglass
Mixed at: Manhattan Center Studios, New York, New York
Assistant Engineer: Darren S. Moore
Additional strings: Craig Brockman
Big Boi appears courtesy of LaFace Records/Arista Records Inc
Nicole appears courtesy of The Gold Mind Inc./Elektra Entertainment Group Inc
MC Solaar appears courtesy of Sentinel Quest and East West France
Dangerous Mouths
Written by: M. Elliott, MC Solaar, T. Mosley, R. Noble; Mass Confusion Music/WB Music Corp./Virginia Beach Music/WB Music Corp. (ASCAP)/Funky Noble Productions, Inc./Famous Music Corporation (ASCAP)
Vocals: Missy "Misdemeanor" Elliott
Background Vocals: Missy Elliott
Recorded at: Master Sound Studios, Virginia Beach, Virginia
Engineer: Senator Jimmy D
Assistant Engineer: Drew Coleman
Mixed by: Timbaland and Jimmy Douglass
Mixed at: Manhattan Center Studios, New York, New York
Assistant Engineer: Darren S. Moore
Redman appears courtesy of Def Squad/Def Jam Recordings
Hot Boyz
Written by: M. Elliott, T. Mosley; Mass Confusion Music/WB Music Corp./Virginia Beach Music/WB Music Corp. (ASCAP)
Vocals: Missy "Misdemeanor" Elliott
Vocal Ad Libs: Lil' Mo
Recorded at: Master Sound Studios, Virginia Beach, Virginia
Engineer: Senator Jimmy D
Assistant Engineer: Drew Coleman
Mixed by: Timbaland and Jimmy Douglass
Mixed at: Manhattan Center Studios, New York, New York
Assistant Engineer: Darren S. Moore
Lil' Mo appears courtesy of EastWest Records/Elektra Entertainment Group Inc
You Don't Know
Written by: M. Elliott, T. Mosley, C. Loving; Mass Confusion Music/WB Music Corp./Virginia Beach Music/WB Music Corp./Mo' Loving Music (ASCAP)
Vocals: Missy "Misdemeanor" Elliott
Vocal Add Libs: Lil' Mo
Recorded at: Master Sound Studios, Virginia Beach, Virginia
Engineer: Senator Jimmy D
Assistant Engineer: Drew Coleman
Mixed by: Timbaland and Jimmy Douglass
Mixed at: Manhattan Center Studios, New York, New York
Assistant Engineer: Darren S. Moore
Additional Guitar: Darryl Pearson
Additional Bass Guitar: Dante Nolen
Lil' Mo appears courtesy of EastWest Records/Elektra Entertainment Group Inc
Mr. D.J
Written by: M. Elliott, T. Mosley, M. Hall; Mass Confusion Music/WB Music Corp./Virginia Beach Music/WB Music Corp./Hall Publishing/STB Music (ASCAP)
Vocals: Missy "Misdemeanor" Elliott
Background Vocals: Missy & Timbaland
Vocal Add Libs: Lil' Mo
Chant by: Lady Saw
Recorded at: Master Sound Studios, Virginia Beach, Virginia
Engineer: Senator Jimmy D
Assistant Engineer: Drew Coleman
Mixed by: Timbaland and Jimmy Douglass
Mixed at: Manhattan Center Studios, New York, New York
Assistant Engineer: Darren S. Moore
Lady Saw appears courtesy of V.P. Records
Checkin' for You
Written by: M. Elliott, T. Mosley, K. Jones; Mass Confusion Music/WB Music Corp./Virginia Beach Music/WB Music Corp. (ASCAP)/Undeas Music/Warner Tamerlane (BMI)
Vocals: Missy "Misdemeanor" Elliott
Recorded at: Master Sound Studios, Virginia Beach, Virginia
Engineer: Senator Jimmy D
Assistant Engineer: Drew Coleman
Mixed by: Timbaland and Jimmy Douglass
Mixed at: Manhattan Center Studios, New York, New York
Assistant Engineer: Darren S. Moore
Lil Kim appears courtesy of Queen Bee Records/Undeas/Atlantic Recording Corporation
Stickin' Chickens
Written by: M. Elliott, T. Mosley, S. Harris; Mass Confusion Music/WB Music Corp./Virginia Beach Music/WB Music Corp./Air Control Music/EMI April Music (ASCAP)
Vocals: Missy "Misdemeanor" Elliott, Aaliyah & Da Brat
Background Vocals: Missy & Timbaland
Recorded at: Master Sound Studios, Virginia Beach, Virginia
Engineer: Senator Jimmy D
Assistant Engineer: Drew Coleman
Mixed by: Timbaland and Jimmy Douglass
Mixed at: Manhattan Center Studios, New York, New York
Assistant Engineer: Darren S. Moore
Additional Guitar: Bill Pettaway
Aaliyah appears courtesy of Blackground Entertainment Inc
Da Brat appears courtesy of So So Def/Columbia Records
Smooth Chick
Written by: M. Elliott, T. Mosley; Mass Confusion Music/WB Music Corp./Virginia Beach Music/WB Music Corp. (ASCAP)
Vocals: Missy "Misdemeanor" Elliott
Recorded at: Master Sound Studios, Virginia Beach, Virginia
Engineer: Senator Jimmy D
Assistant Engineer: Drew Coleman
Mixed by: Timbaland and Jimmy Douglass
Mixed at: Manhattan Center Studios, New York, New York
Assistant Engineer: Darren S. Moore
We Did It
Written by: M. Elliott, T. Mosley; Mass Confusion Music/WB Music Corp./Virginia Beach Music/WB Music Corp. (ASCAP)
Vocals: Missy "Misdemeanor" Elliott
Recorded at: Master Sound Studios, Virginia Beach, Virginia
Engineer: Senator Jimmy D
Assistant Engineer: Drew Coleman
Mixed by: Timbaland and Jimmy Douglass
Mixed at: Manhattan Center Studios, New York, New York
Assistant Engineer: Darren S. Moore
Throw Your Hands Up
Written by: M. Elliott, T. Mosley, K. Jones; Mass Confusion Music/WB Music Corp./Virginia Beach Music/WB Music Corp. (ASCAP)/Undeas Music/Warner Tamerlane (BMI)
Vocals: Missy "Misdemeanor" Elliott
Recorded at: Master Sound Studios, Virginia Beach, Virginia
Engineer: Senator Jimmy D
Assistant Engineer: Drew Coleman
Mixed by: Timbaland and Jimmy Douglass
Mixed at: Manhattan Center Studios, New York, New York
Assistant Engineer: Darren S. Moore
Lil Kim appears courtesy of Queen Bee Records/Undeas/Atlantic Recording Corporation
She's a Bitch
Written by: M. Elliott, T. Mosley; Mass Confusion Music/WB Music Corp./Virginia Beach Music/WB Music Corp. (ASCAP)
Vocals: Missy "Misdemeanor" Elliott
Recorded at: Master Sound Studios, Virginia Beach, Virginia
Engineer: Senator Jimmy D
Assistant Engineer: Drew Coleman
Mixed by: Timbaland and Jimmy Douglass
Mixed at: Manhattan Center Studios, New York, New York
Assistant Engineer: Darren S. Moore
U Can't Resist
Written by: M. Elliott, T. Mosley, C. Dorsey, T. Grey; Mass Confusion Music/WB Music Corp./Virginia Beach Music/WB Music Corp. (ASCAP)/Money Mack Music (BMI)
Vocals: Missy "Misdemeanor" Elliott, Juvenile, B.G. & Timbaland
Recorded at: Master Sound Studios, Virginia Beach, Virginia
Engineer: Senator Jimmy D
Assistant Engineer: Drew Coleman
Mixed by: Timbaland and Jimmy Douglass
Mixed at: Manhattan Center Studios, New York, New York
Assistant Engineer: Darren S. Moore
Juvenile & B.G. appear courtesy of Cash Money/Universal Records
Crazy Feelings
Written by: M. Elliott, T. Mosley; Mass Confusion Music/WB Music Corp./Virginia Beach Music/WB Music Corp. (ASCAP)
Vocals: Missy "Misdemeanor" Elliott
Recorded at: Master Sound Studios, Virginia Beach, Virginia
Engineer: Senator Jimmy D
Assistant Engineer: Drew Coleman
Mixed by: Timbaland and Jimmy Douglass
Mixed at: Manhattan Center Studios, New York, New York
Assistant Engineer: Darren S. Moore
Destiny's Child appear courtesy of Columbia Records
All N My Grill
Written by: M. Elliott, T. Mosley, MC Solaar; Mass Confusion Music/WB Music Corp./Virginia Beach Music/WB Music Corp. (ASCAP)
Produced by: Timbaland for Timbaland Music, Inc
Vocals: Missy "Misdemeanor" Elliott
Vocal Add Libs: Nicole Wray
Recorded at: Master Sound Studios, Virginia Beach, Virginia
Engineer: Senator Jimmy D
Assistant Engineer: Drew Coleman
Mixed by: Timbaland and Jimmy Douglass
Mixed at: Manhattan Center Studios, New York, New York
Assistant Engineer: Darren S. Moore
Additional Strings: Craig Brockman
MC Solaar appears courtesy of Sentinel Quest and East West France
Thank You's I've realized being in this industry you can easily be sidetracked by the glamour and the glitz. How foolish are we? Have we forgotten to thank the almighty, have we forgotten to thank the one who wakes us every morning, the one who has allowed us this success. Have we gotten so caught up? If so we best wake up! Because we are nothing without him. Thank you so much heavenly father for you are my joy, peace and happiness!!! To my Mom, Patricia Elliott- There are alot of wonderful mothers in the world but you are one in a million and my life would be incomplete without you. I love you with all my heart. To my family- My Aunt Evelyn and the Epps, Harrell's & Elliott's. Thank you for your support, just knowing that even if I never am famous again that you'll still love me & I haven't failed in your eyes is a blessing. Sorry Aunt Evelyn, no more porkchops-I'm on a diet!! ha ha. To my special friends Serese, Bae Bae, Lisa, Sarah, Martin, Rolita, Stephanie- Thanks for caring, & being there when I wanted to hang out and laugh! To my team whom without you all working so hard I would pissed (ha ha)- Mona Scott (much love big feet, and thank you for letting me ring your phone at 3 in the morning without changing your number), Brian Jones (you got mad jokes) ha ha, Tania (always saying encouraging words), Karen Body (the coolest white woman), Laura (just meeting you but much love), Chris Lighty (you are so crazy-I love ya), Louise West (there will never be a lawyer like you-I wouldn't trade you 4 nothing), Drew LaBlanc (keep handling my money right, maybe I'll get you some gator shoes), Jamaike (you're doing a good job-don't mess up!), Rob (you think you so cool) ha ha, Tia Gilford (love ya), Jakgeem Mays (thanks for working so hard on my Thank You's), Bruce, Tita, Mary J. Blige- We been through so much together that when I see you, you always put a smile on my face. Stay sweet you ghetto fabulous Queen! Love ya. Lil' Kim- Girl you are too much. I've enjoyed the laughs at my house and yours and even times we was too toasted to get up. ha ha. Love ya Da Brat. I love ya. You are so real and no one can separate us BRATCHES!! Erykah Badu, Lauryn Hill, Kelly Price, Whitney Houston, Destiny's Child, 702, TLC, Mariah Carey and Rosie O'Donnell- You are females who are doing y'all thang. Keep it up! For real. Much love. Puffy- thank you for the open door even though we don't always agree on music, I still love ya (ha ha-smile). The whole Bad Boy camp- Much love Cease, Damion, L, Rest In Peace BIG. Thanks to DeVante of Jodeci for my first break, and Jodeci, Lenny, Gerard- Thank you for the collaborations. May we have many more. Lady Saw, Beyonce, Gina Thompson, Juvenile, B.G., Redman, Eminem, Big Boi, MC Solaar, Aaliyah, Lil Kim - Thanks for being on my album (and your record labels too). To Teba, June, Jarrod- Better measure my clothes again, I'm losing weight- ha ha. I love you. Thanks Johnny for washing my cars. Chyna & Christopher Jr. a/k/a Little Big, my godchildren- I will always love my little stars. Billy B and Birgette- A face is not complete without you. Lil' Mo- Ain't no singer like you and Gina Thompson. Love y'all. To My Artists Nicole Wray, Danga Mowf, T.C., Mocha; 2000 will be y'all year. To Angelique Ridenour-My publisher extraordinaire! Anyone who used to be my friend who is not my mend now wasn't my friend in the first place- ha ha. Last but not least, Timbaland- I will always love you and we are inseparable until this planet is destroyed. Ginuwine- I love you so much that I'm speechless. You fine ass! Magoo- I love you. No one's sweeter than you, boo. Aaliyah- I love you my little sister. Jimmy Douglass- Best engineer on earth! Special thanks to my Hit Factory Family- Danielle Germano, Paul Falcone, Jonas Grabarnick. To Sylvia Rhone & Merlin Bobb- Thanks for your belief in me and giving me the opportunity to be an artist. I love you, my 2nd Momma & Poppa! Elektra, Whole Staff- Anne Kristoff, Michelle Murray, Lisa Jefferson, Gina Harrell, Richard Nash, Street Team, Greg Thompson, Rick Brown, Aurora Montes-De Oca. To the whole VA, I love you Dirty South People! AH Radio Stations and Record Bars. Thank you, I couldn't of done it without you spinning me. All DJ's, and much love to Flex who spun She's A Bitch first and blew it up! And to my Lord Savior Jesus Christ. Once again I'm grateful. To Union Baptist Church- It's because of me going here I kept God in my life the whole way!
Art direction/design: Gregory Burke
Photography: Fritz Kok
Thunder and lightning shot: TSM/Rob Matheson, '98
Styling: June Ambrose
Make-Up: Billy B
Nails: Tammy Stuckby
Hair: China
