| 1 | Hands Up | 3:35 | X | |
| 2 | Labor Day (It's A Holiday) | 3:58 | X | |
|
Drums, Piano -
Will I Am
Horns - Printz Board , Tim "Izo" Orindgreff | ||||
| 3 | Let's Get Retarded | 3:35 | X | |
|
Backing Vocals -
Noelle Scaggs
Drums - Terence Yoshiaki Engineer [Vocals] - Dylan Dresdow | ||||
| 4 | Hey Mama | 3:34 | X | |
|
Synthesizer [Wurlitzer] -
Will I Am
Vocals - Tippa Irie | ||||
| 5 | Shut Up | 4:56 | X | |
|
Engineer [Additional], Synthesizer [Pro Tools] -
Tal Herzberg
Guitar - Ray Brady Producer [Additional Vocals] - Ron Fair | ||||
| 6 | Smells Like Funk | 5:04 | X | |
|
Backing Vocals -
Noelle Scaggs
,
Terry Dexter
Trombone - Elizabeth Ann Lea | ||||
| 7 | Latin Girls | 6:17 | X | |
|
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 | X | |
| Piano - Sergio Mendez* | ||||
| 9 | Fly Away | 3:35 | X | |
| Guitar - Ray Brady | ||||
| 10 | The Boogie That Be | 5:12 | X | |
|
Engineer -
Jun Ishizeki
Synthesizer, Mixed By - Will I Am Vocals - John Stephens (3) | ||||
| 11 | The Apl Song | 2:54 | X | |
|
Engineer -
Jason Villaroman
Producer, Drum Programming - Apl. De Ap | ||||
| 12 | Anxiety | 3:38 | X | |
|
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 | X | |
|
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 | X | |
|
Percussion -
Chuck Prada
Written-By, Mixed By, Engineer, Producer - Will Adams | ||||