Release

1	Will Smith -	I'm Comin'	3:55	X
		Featuring - Tra-Knox Mixed By [Assistant] - Steve Baughman Producer - Falonte Moore , Rob Fusari Producer [Vocal] - Eric Roberson Recorded By - Earl Cohen Vocals [Featured] - Tra-Knox Written-By - Falonte Moore , Peter Brown (2) , Rob Fusari , Robert Rans , Rochelle Runnells
2	Will Smith -	Will 2K	3:54	X
		Backing Vocals - Tye-V Turman* Featuring - K-Ci Keyboards, Programmed By - Poke And Tone Keyboards, Recorded By - Michael Goods* Producer - Poke And Tone Recorded By - Kevin Crouse Scratches - Jazzy Jeff* Vocals [Additional] - Love Fellowship Tabernacle Children's Choir, The* Written-By - Bobby Robinson , Clash, The , K-Ci
3	Will Smith -	Freakin' It	3:59	X
		Backing Vocals - Bugsy (2) , Mai Higgins Drums, Recorded By - Kevin Crouse Producer - Poke And Tone Vocals [Additional] - Love Fellowship Tabernacle Children's Choir, The* Written-By - Bernard Edwards & Nile Rodgers , Jean Claude Olivier* , Marilyn McLeod , Pamela Joan Sawyer* , Samuel Barnes
4	Will Smith -	Da Butta	2:58	X
		Featuring - Lil' Kim Mixed By - Adam Kudzin , Kay-Gee* Producer - Darren Lighty , Kay-Gee* Recorded By - Adam Kudzin Written-By - Kim Jones* , Len Ron Hanks , Zane Grey
5	Will Smith -	La Fiesta	4:16	X
		Backing Vocals - Claudette Sierra Bass [Ampeg Baby Bass] - Carlos Henriquez Mixed By - Steven Barkan Percussion - Lusito Quintero* Piano - Isidro Infante Producer - Carvin Haggins , Keith Pelzer , Kenny "Dope" Gonzalez , "Little Louie" Vega* Recorded By - Keith Pelzer , Steven Barkan Saxophone [Tenor] - John M. Scarpulla* Trombone - John H. Wheeler* Trumpet - Carl E. Fischer* Vocals [Additional] - Amber Noble , Charles Alston , Jeff Townes , Nandi Dalen , Omarr Rambert , Tanya Pendleton Written-By - Carvin Haggins , Ivan Bavarias , Keith Pelzer , Tito Puente
6	Will Smith -	Who Am I	4:02	X
		Edited By [Protools] - Harvey Mason, Jr.* Engineer [Assistant] - Larry Phillabaum Featuring - MC Lyte , Tatyana Ali Mixed By - Brad Gilderman , Rodney Jerkins Producer - Harvey Mason, Jr.* , Rodney "Darkchild" Jerkins* Written-By - Fred Jerkins III , Harvey Mason, Jr.* , Lashawn Daniels , MC Lyte , Rodney Jerkins , Tatyana Ali
7	Will Smith -	Afro Angel	5:11	X
		Backing Vocals - Anthem Drum Programming - RO* , Sauce Keyboards - Les Butler , Sauce Mixed By - Kevin "KD" Davis* Producer - Sauce Voice [Spoken Word] - Jada Pinkett Smith* Written-By - Anthem , Bob Dorough , Jada Pinkett Smith*
8	Will Smith -	So Fresh	4:16	X
		Featuring - Biz Markie , Slick Rick Written-By - Antonio Hardy , J. Cason* , Rokosuke Ei* , Nakamura Hachidai* , Laurindo Almeida , Lawrence Goodman , Marcel Hall , Marlon Williams
9	DJ Jazzy Jeff & The Fresh Prince -	Pump Me Up	4:05	X
		Written-By - A. Hardy* , Doug E. Fresh , D. Davis* , E. Nixon* , E. Barrier* , J. Roper, Jr.* , L. Parker* , L.M. Williams* , R. Walters* , R. Reed* , T. Reed, Jr.* , T. Fisher* , V. Davis* , W. Griffen*
10	Will Smith -	Can You Feel Me?	3:44	X
		Featuring - Eve (2) Producer - Keith Pelzer Recorded By - Keith Pelzer Vocals [Featured] - Lia Grant Written-By - Eve Jeffers , Lia Grant , Michael Jackson
11a	Will Smith -	Potnas	6:10	X
		Conductor, Arranged By [Strings], Cello - Larry Gold Engineer [Assistant] - Jim Bottari Producer - DJ Jazzy Jeff & The Fresh Prince Recorded By - John Smeltz* , Rich Travali , Will Smith Viola - Davis Barnet* , Peter Nocello* Violin - Charlene Kwas , Diane Barnet* , Gregory Teperman , Igor Svek* , Olga Konopelsky Written-By - Jalil Hutchins , Lawrence Smith*
11b	Will Smith -	Interlude
		Producer - Andre Harris (2) Written-By - Andre Harris (2) , Carvin Haggins , Leon Bryant
12	Will Smith -	No More	3:25	X
		Featuring - Breeze (3) Keyboards - Andre Harris (2) Vocals [Additional: Breeze] - K. Shorey , Lia Grant , Sandy Plute , Sydney Lim Written-By - Neil Larsen
13	Will Smith -	Uuhhh	3:29	X
		Featuring - Kel Spencer Mixed By - Comissioner Gordon* Recorded By - Comissioner Gordon* , Rich Travali Vocals [Featured] - Kel Spencer Written-By - Dale Hawkins , D.A. Clear* , Stanley Lewis
14	Will Smith -	Wild Wild West	4:28	X
		Featuring - Dru Hill , Kool Mo Dee* Producer - Rob Fusari Producer [Additional] - Mark Wilson Recorded By - Arty Skye Scratches - Jazzy Jeff* Written-By - Mohandas Dewese* , Rob Fusari , Stevie Wonder
15	Will Smith -	The Rain	4:49	X
		Featuring - Jill Scott Mixed By - Comissioner Gordon* Recorded By - Darren Henson Vocals [Additional] - A. Dunlap , C. Townes , J. Bailey (3) , K. Mitchell , S. Bailey (2) Vocals [Featured] - Jill Scott Written-By - William Neale* , Deniece Williams , Jill Scott

Credits

Artwork By [Art Host] - Aimee Macauley
Executive Producer - DJ Jazzy Jeff & The Fresh Prince , Omarr Rambert , Track Masters
Mastered By - Herb Powers, Jr.*
Mixed By - Rich Travali (tracks: 2, 3, 9, 12) , Rob Chiarelli (tracks: 1, 8, 10, 11a, 11b, 14)
Photography - Resig & Taylor
Producer - Darren "Limitless" Henson* (tracks: 8, 12, 13, 15) , Jeff Townes (tracks: 5, 8 to 10, 11b to 13, 15)
Recorded By - Jeff Townes (tracks: 8, 9, 11a to 12, 15) , Rob Chiarelli (tracks: 4, 6, 7, 11a to 12, 14)
Written-By - Darren Henson (tracks: 2, 5, 8, 10, 11b, 13, 15) , Jeff Townes (tracks: 8, 9, 11b, 13, 15) , Lennie Bennett (tracks: 1 to 4, 7, 11a, 13) , Lonnie Lynn* (tracks: 5, 11b, 13, 15) , Will Smith

Notes

"I'm Comin'" contains a sample of "Runnin' from the Law" (R. Runnells) performed by Stargard and embodies portions of "Do You Wanna Get Funky with Me?" written by P. Brown, R. Rans.

"Will 2K" contains a sample of "Rock the Casbah" (The Clash) performed by The Clash and an interpolation of "Super Rappin' 2" (B. Robinson).

"Freakin' It" embodies portions of "Love Hangover" written by P. Sawyer, M. McLeod and portions of "Rapper's Delight" (B. Edwards, N. Rodgers).

"Da Butta" contains a sample of "(Every Time I Turn Around) Back in Love Again" (Z. Grey, L.R. Hanks) performed by Ltd.

"La Fiesta" contains an interpolation sample of "Mambo Con Puente" (T. Puente).

"Afro Angel" contains a sample of "Figure Eight" (B. Dorough) performed by Blossom Dearie.

"So Fresh" contains a sample of "Atabaque" (L. Almeida) performed by Laurindo Almeida featuring Bud Shank, an interpolation of "Sukiyaki" (R. Ei, H. Nakamura, J. Cason), an interpolation of "Vapors" (M. Hall, A. Hardy, M. Williams) and a sample of "The Def Fresh Crew" (L. Goodman, M. Hall) performed by The Def Fresh Crew.

"Pump Me Up" contains a sample of "La-Di-Da-Di" (R. Walters, D. Davis) performed by Doug E. Fresh and M.C. Ricky D., a sample of "The R" (E. Barrier, W. Griffen) performed by Eric B. & Rakim, a sample of "Hip-Hop vs. Rap" (L. Parker) performed by KRS-One, a sample of "Just Rhymin' with Biz" (A. Hardy, L.M. Williams) performed by Big Daddy Kane, a sample of "Nuthin'" (Doug E. Fresh) performed by Doug E. Fresh, a sample of "Pump Me Up" (R. Reed, T. Fisher, T. Reed, Jr., E. Nixon) performed by Trouble Funk and a sample of "Pee Wee's Dance" (V. Davis, J. Roper, Jr.) performed by Joe Ski Love.

"Can You Feel Me?" contains a sample of "Working Day and Night" (M. Jackson) performed by Michael Jackson.

"Potnas" contains a portion of "Friends" (L. Smith, J. Hutchins).

"Interlude" contains a sample of "Be What You Are" (L. Bryant) performed by Denie Corbett & Station Break.

"No More" features samples from the Neil Larsen and Buzz Feiten recording "Casino Lights".

"Uuhhh" contains a sample of "Susie Q" (D. Hawkins, S. Lewis) performed by José Feliciano.

"Wild Wild West" contains a portion of "I Wish" (Stevie Wonder) performed by Stevie Wonder and a portion of the composition "Wild Wild West" written by Mohandas Dewese.

"The Rain" contains a sample of "I Believe in Miracles" (D. Williams, W. Neale) performed by Deniece Williams.

Time for tracks 11a and 11b = 6:10. These tracks are continuous play with different producers.

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