| 1. | Pain in da Ass Intro
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| 2. | Who's Sleeping (featuring Reb of D.I.D.R.) (Produced by Patrick Viala)
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| 3. | Memphis Bleek Is... (Produced by Swizz Beatz)
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| 4. | What You Think of That (featuring Jay-Z) (Produced by Buckwild)
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| 5. | Murda 4 Life (featuring Ja Rule) (Produced by Irv Gotti & Mr. Fingers)
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| 6. | You're All Welcome (Pain Interlude)
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| 7. | Stay Alive in NYC (Produced by J-Runnah)
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| 8. | You a Thug Nigga (Produced by Irv Gotti)
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| 9. | N.O.W. (featuring Da Ranjahz) (Produced by Dark Half)
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| 10. | Everybody (Produced by Omen)
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| 11. | I Won't Stop (featuring Dark Half of Da Ranjahz) (Produced by Bernard "Big Demi" Parker)
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| 12. | My Hood to Your Hood (featuring Beanie Sigel) (Produced by Irv Gotti & Mr. Fingers)
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| 13. | Why You Wanna Hate For (featuring Noreaga) (Produced by The Burn Unit)
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| 14. | Regular Cat (Produced by J-Runnah)
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