| 1		Nickel Backing Vocals – Jacques Kennedy, Ricky Bell, Ronnie DeVoe
 Producer – Chris Stokes, Cyrus Melchor, Jacques Kennedy, Louie Carr, Jr.
 Rap – Louie Carr, Jr.
 Written-By Chris Stokes, Cyrus Melchor, Jacques Kennedy, Louie Carr, Jr., Michael Bivins, Ricky Bell, Ronnie DeVoe
 Written-By [Samples From "Sir Nose D Voidoffunk Pay Attention"] – Bernie Worrell, Bootsy Collins, George Clinton, Jr.
 3:17
 2		Above The Rim
 Performer [Sample From "Blind Alley"] – The Emotions
 Producer – Rico Anderson
 Written-By Mark Wilson, Michael Bivins, Ricky Bell, Rico Anderson, Ronnie DeVoe
 Written-By [Sample From "Blind Alley"] – David Porter
 3:37
 3		Lovely
 Co-producer – Jacques Kennedy, Louie Carr, Jr.
 Performer [Sample From "Rampage"] – EPMD
 Producer – Carl Bourelly
 Written-By – Carl Bourelly, Jacques Kennedy, Louie Carr, Jr., Mark Wilson, Michael Bivins, Ricky Bell, Ronnie DeVoe, Shonda Crable
 Written-By [Sample From "Keep On Movin'"] – Bereford Romeo
 Written-By [Samples From "Funky President" And "My Thang"] – James Brown
 3:52
 4		Ghetto Booty
 Performer [Sample From "Big 'Ol Butt"] – LL Cool J
 Written-By [Sample From "I Got A Thing, You Got A Thing, Everybody Got A Thing"] – Clarence Haskins
 Written-By, Producer – Rico Anderson
 3:52
 5		Hootie Mack
 Backing Vocals – Jacques Kennedy, Ricky Bell
 Bass Guitar – Mark Bell
 Producer – Jacques Kennedy, Kenyatta "Kelo" Williams, Louie Carr, Jr.
 Vocals [Spoken Vocals] – Louie Carr, Jr.
 Written-By Hamilton Bohannon, Jacques Kennedy, Kenyatta "Kelo" Williams, Louie Carr, Jr., Michael Bivins, Ricky Bell, Ronnie DeVoe
 Written-By [Sample From "Save Their Souls"], Performer [Sample From "Save Their Souls"] – Hamilton Bohannon
 4:08
 6		From The Back
 Backing Vocals – Richard Wolf, Ricky Bell
 Bass – Chris Bruce
 Drums, Programmed By Bret (Epic) Mazur
 Keyboards, Guitar, Arranged By [Vocal Arrangement] – Richard Wolf
 Performer [Sample From "Nuff Nooky"] – Simon Harris
 Producer – Wolf & Epic
 Written-By Bret Mazur, Michael Bivins, Richard Wolf, Ricky Bell, Ronnie DeVoe, Shonda Crable
 3:52
 7		Show Me The Way
 Producer – Anthony Velasquez, Jay Wright
 Written-By Anthony Velasquez, Jay Wright, Michael Bivins, Ricky Bell, Ronnie DeVoe
 Written-By [Sample From "Cool & Funky"] – Ronny Jordan
 Written-By [Sample From "Precious Girl"] – Famlee
 3:44
 8		The Situation
 Backing Vocals – Mark Bell, Ricky Bell
 Bass Guitar – Mark Bell
 Producer – Kenyatta "Kelo" Williams
 Written-By Kenyatta "Kelo" Williams, Michael Bivins, Ricky Bell, Ronnie DeVoe, Shonda Crable, Taina Monges
 Written-By [Sample From "We've Only Just Begun"] – O'Donel Levy
 5:34
 9		Something In Your Eyes
 Backing Vocals – Babyface, Ricky Bell
 Instruments [All Instruments] – L.A. Reid And Babyface
 Producer – Babyface, Daryl Simmons, L.A. Reid
 Written-By Kenneth Edmonds
 4:54
 10		Please Come Back
 Backing Vocals – Corey Jerry, Fatin Dantzler, Ricky Bell, Walley Generette, Jr.
 Producer – Fatin Dantzler, Lionel Caviness
 Vocals [Additional Vocalist] – Angela Tillman
 Written-By Charles Robinson, Jr., Fatin Dantzler, Lionel Caviness
 4:32
 11		Lost In The Moment
 Backing Vocals – Corey Jerry, Fatin Dantzler, Walley Generette, Jr.
 Bass Guitar – Mark Bell
 Producer – Fatin Dantzler, Lionel Caviness
 Written-By Fatin Dantzler, Lionel Caviness
 5:27
 12		Gangsta
 Co-producer – Ross Sloane, Spyderman
 Performer [Samples From "Gangster Boogie"] – The Chicago Gangsters
 Producer – Dr. Freeze, Elliott Straite
 Written-By Dr. Freeze, Elliott Straite, James McCants, LeRoy McCants
 Written-By [Elements From "Theme From The Planets"] – Dexter Wansel
 4:35
 
 Issued in a jewel case with clear tray and a 12-page booklet.
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