Release

1	Hands Up	3:35
2	Labor Day (It's A Holiday)	3:58
	Drums, Piano - Will I Am Horns - Printz Board , Tim "Izo" Orindgreff
3	Let's Get Retarded	3:35
	Backing Vocals - Noelle Scaggs Drums - Terence Yoshiaki Engineer [Vocals] - Dylan Dresdow
4	Hey Mama	3:34
	Synthesizer [Wurlitzer] - Will I Am Vocals - Tippa Irie
5	Shut Up	4:56
	Engineer [Additional], Synthesizer [Pro Tools] - Tal Herzberg Guitar - Ray Brady Producer [Additional Vocals] - Ron Fair
6	Smells Like Funk	5:04
	Backing Vocals - Noelle Scaggs , Terry Dexter Trombone - Elizabeth Ann Lea
7	Latin Girls	6:17
	Congas, Shaker - Davey Chegwidden Drums - Terence Yoshiaki Guitar [Guitarron] - Mike Fratantuno Percussion - Chuck Prada Piano - Ron Fair Saxophone, Flute - Tim "Izo" Orindgreff Trumpet - Printz Board Vocals - Dante Santiago , Debbie Nova*
8	Sexy	4:43
	Piano - Sergio Mendez*
9	Fly Away	3:35
	Guitar - Ray Brady
10	The Boogie That Be	5:12
	Engineer - Jun Ishizeki Synthesizer, Mixed By - Will I Am Vocals - John Stephens (3)
11	The Apl Song	2:54
	Engineer - Jason Villaroman Producer, Drum Programming - Apl. De Ap
12	Anxiety	3:38
	Bass, Guitar - Tobin* Clavinet - Will I Am Drums - Dave Buckner Mixed By - Chris Lord-Alge Vocals - Jacoby Shaddix
13	Where Is The Love	4:46
	Bass [Upright], Acoustic Guitar - Mike Fratantuno Clavinet - Printz Board , Will I Am Engineer [Additional], Synthesizer [Pro Tools] - Tal Herzberg Producer, Arranged By [Strings], Conductor [Strings] - Ron Fair Recorded By [Strings] - Frank Wolf Synthesizer [Moog] - Printz Board Vocals - Allan Pineda , Jamie Gomez* , Justin Timberlake
14	Third Eye	3:44
	Percussion - Chuck Prada Written-By, Mixed By, Engineer, Producer - Will Adams
	UK Bonus
15	Rock My Shit	3:52
16	What's Goin Down	2:41

Credits

Backing Vocals - Dante Santiago (tracks: 1, 3, 4, 6, 10)
Bass - Mike Fratantuno (tracks: 1, 2, 3, 6, 13, 14, 15)
Drum Programming - Will I Am (tracks: 1, 4, 6 to 10)
Engineer - Dylan Dresdow (tracks: 1, 5 to 7, 13,15) , Will I Am (tracks: 2 to 4, 8, 9, 12)
Engineer [Assistant] - Christine Sirois (tracks: 1, 5, 6, 7, 13)
Executive Producer - Ron Fair , Will I Am
Guitar - George Pajon Jr. (tracks: 1, 3, 5 to 8, 10, 13, 15) , J. Curtis (tracks: 5, 7, 11, 13)
Mastered By - Brian "Big Bass" Gardner*
Mixed By - Tony Maserati (tracks: 1 to 9, 11, 13, 15, 16)
Producer - Will I Am (tracks: 1 to 16)
Synthesizer [Moog] - Will I Am (tracks: 1, 4, 5, 8 to 11, 13)
Vocals - Apl. De Ap (tracks: 1 to 3, 5 to 7, 11, 12) , Fergie (2) (tracks: 1 to 5, 8 to 11, 13, 14) , Taboo (9) (tracks: 1 to 3, 5 to 7, 15) , Will I Am (tracks: 1 to 10, 12 to 16)

Notes

(P) 2003 Interscope Records
(C) 2003 Interscope Records
Interscope Records, a division of UMG Recordings, Inc.
Made in the EU
BIEM/MCPS
LC 06406

"Shut Up" contains a short vocalsample from "Tough" by Kurtis Blow.

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