Release

1	Honey	5:01	X
	Backing Vocals - Melonie Daniels Drum Programming - Q-Tip , Stevie J.* Keyboards, Programmed By [Keyboards] - Stevie J.* Music By - B. Robinson* , K. Fareed* , L. Price* , M. McLaren* , R. Larkins* , S. Combs* , S. Hague* , S. Jordan* Rap [Additional] - Lox, The , Mase
2	Butterfly	4:35	X
	Backing Vocals - Mary Ann Tatum , Melonie Daniels Drum Programming, Keyboards [Additional], Programmed By [Computer & Rhythm] - Dan Shea Keyboards, Programmed By, Synthesizer - Walter Afanasieff
3	My All	3:52	X
	Drum Programming, Keyboards [Additional], Programmed By [Computer & Rhythm] - Dan Shea Keyboards, Programmed By, Synthesizer - Walter Afanasieff
4	The Roof	5:14	X
	Backing Vocals - Kelly Price Drum Programming - Poke And Tone Keyboards, Programmed By [Keyboards] - Cory Rooney Music By - A. Johnson* , C. Rooney* , J.C. Olivier* , K. Muchita* , S. Barnes*
5	Fourth Of July	4:22	X
	Drum Programming, Keyboards [Additional], Programmed By [Computer & Rhythm] - Dan Shea Keyboards, Programmed By, Synthesizer - Walter Afanasieff
6	Breakdown	4:44	X
	Backing Vocals, Rap [Additional] - Krayzie Bone , Wish Bone Drum Programming, Keyboards, Programmed By [Keyboards], Music By - Stevie J.* Lyrics By - A. Henderson* , C. Scruggs*
7	Babydoll	5:07	X
	Backing Vocals - Trey Lorenz Drum Programming, Programmed By [Keyboards] - Cory Rooney Lyrics By - M. Elliot* Music By - C. Rooney* , Stevie J.*
8	Close My Eyes	4:21	X
	Drum Programming, Keyboards [Additional], Programmed By [Computer & Rhythm] - Dan Shea Keyboards, Programmed By, Synthesizer - Walter Afanasieff
9	Whenever You Call	4:21	X
	Backing Vocals - Clarence (2) Drum Programming, Keyboards [Additional], Programmed By [Computer & Rhythm] - Dan Shea Keyboards, Programmed By, Synthesizer - Walter Afanasieff
10	Fly Away (Butterly Reprise)	3:49
	Arranged By, Producer [Additional] - David Morales , Satoshi Tomiie Backing Vocals - Mary Ann Tatum , Melonie Daniels Co-producer - David Morales , Mariah Carey Keyboards - Peter "Ski" Schwartz* Lyrics By - E. John, B. Taupin* Music By - D. Morales*
11	The Beautiful Ones	6:59	X
	Music By, Lyrics By - Prince Vocals [Additional] - Dru Hill
12	Outside	4:47	X
	Arranged By [Additional] - Ron Grant Bass - Artie Reynolds Co-producer - Cory Rooney Drum Programming, Keyboards [Additional], Programmed By [Computer & Rhythm] - Dan Shea Drums - Nathaniel Townsley* Guitar - Michael Cirro Keyboards, Piano - Donald Parker Keyboards, Programmed By, Synthesizer - Walter Afanasieff Organ [Hammond B-3] - Gary Montoute Synthesizer [Ewi] - Michael Phillips
13	Honey (So So Def Radio Mix)	3:59
	Backing Vocals - Melonie Daniels , Trey Lorenz Co-producer - Manuel Seal Music By - B. Gordy* , B. Robinson* , D. Lussier* , A. Mizell* , F. Perren* , L. Price* , M. McLaren* , R. Larkins* , S. Hague* Rap [Featuring] - Da Brat , JD*
14	Honey (Def Club Mix)	6:17
	Co-producer - David Morales , Mariah Carey Music By - B. Robinson* Producer [Additional] - Albert Cabrera Programmed By - Joe Moskowitz*

Credits

Arranged By - Cory Rooney (tracks: 11) , Dru Hill (tracks: 11) , Mariah Carey (tracks: 2, 3, 5, 8, 9, 11, 12) , Walter Afanasieff (tracks: 2, 3, 5, 8, 9, 12)
Artwork By [Design] - Ron Jaramillo
Artwork By [Direction] - Chris Austopchuk
Backing Vocals - Mariah Carey (tracks: 1, 2, 4, 6, 7, 9, 10, 13)
Engineer - Bill Esses (tracks: 4) , Dana Jon Chappelle (tracks: 1 to 13) , David Gleeson (tracks: 2) , Dave "EQ3" Sussman* (tracks: 10) , Doug Wilson (tracks: 7) , Franklin Grant* (tracks: 4) , Glen Marchese (tracks: 1, 11) , Mike Scott (5) (tracks: 2 to 5, 7, 8, 12) , Phil Tan (tracks: 13) , Rich Travali (tracks: 1)
Engineer [Assistant] - Alex Lowe (tracks: 13) , Ann Mincieli (tracks: 10) , Greg Thompson (tracks: 11) , Ian Dalsemer (tracks: 1 to 8, 11, 12, 13) , Ken Ross (2) (tracks: 1, 4, 7) , Mike Scott (5) (tracks: 9) , Mike Wilson (tracks: 13) , Oliver "Wiz" Bone (tracks: 2, 4) , Steve Jones (7) (tracks: 7)
Lead Vocals - Mariah Carey
Lyrics By - M. Carey* (tracks: 1 to 10, 12 to 14)
Mastered By - Bernie Grundman (tracks: 13) , Bob Ludwig (tracks: 2, 3, 5, 8, 9, 12) , Herb Powers, Jr.* (tracks: 1, 4, 6, 7, 10, 11) , Vlado Meller
Mixed By - David Morales (tracks: 10, 14) , Jermaine Dupri (tracks: 13) , Mick Guzauski (tracks: 2, 3, 5, 7 to 9, 12) , Mike Scott (5) (tracks: 7, 12) , Phil Tan (tracks: 13) , Tony Maserati (tracks: 1, 4, 6, 11)
Music By - M. Carey* (tracks: 1 to 10, 12 to 14) , W. Afanasieff* (tracks: 2, 3, 5, 8, 9, 12)
Photography - Michael Thompson
Producer - Cory Rooney (tracks: 7, 11) , Jermaine Dupri (tracks: 13) , Mariah Carey (tracks: 1 to 9, 11, 12) , Poke And Tone (tracks: 4) , Sean "Puffy" Combs (tracks: 1, 6) , Stevie J.* (tracks: 1, 6) , Ummah, The (tracks: 1) , Walter Afanasieff (tracks: 2, 3, 5, 8, 9, 12)

Notes

"Honey" contains samples from "The Body Rock" by Treacherous Three.

"The Roof" contains samples from "Shook Ones" by Mobb Deep.

"Honey (So So Def Radio Mix)" contains samples from "It's Great To Be Here" by The Jackson 5.

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