1. Phrentrow feat. Ursula Rucker
Written by: Ursula Rucker, Ahmir "?uestlove" Thompson & Omar Edwards
Produced by: ?uestlove & Omar the Scholar

2. Rock You
Written by: Tariq Trotter & George Spivey
Produced by: DJ Scratch
Co-Produced by: The Grand Wizards

3. !!!!!!!
Written by: Ahmir "?uestlove" Thompson, Benjamin Kenney & Leonard Hubbard
Produced by: The Grand Wizzards

4. Sacrifice feat. Nelly Furtado
Written by: Tariq Trotter, Ahmir "?uestlove" Thompson, James Gray & Leonard Hubbard
Produced by: Kamiah Gray
Co-Produced by: Kamal Gray

5. Rolling with Heat feat. Talib Kweli
Written by: Tariq Trotter, Ahmir "?uestlove" Thompson, James Gray, Kyle Jones, Talib Kweli & Karl Jenkins
Produced by: The Grand Wizzards

6. WAOK (Ay) Roll Call feat. Ursula Rucker
Written by: Ahmir "?uestlove" Thompson, Leonard Hubbard & James Gray
Produced by: The Grand Wizzards
7. Thought @ Work
Written by: Ahmir "?uestlove" Thompson, Leonard Hubbard, James Gray & Benjamin Kenney
Produced by: ?uestlove

8. The Seed (2.0) feat. Cody ChesnuTT
Written by: Tariq Trotter & Cody ChesnuTT
Produced by: ?uestlove
Co-Produced by: Cody ChesnuTT

9. Break You Off feat. Musiq
Written by: Ahmir "?uestlove" Thompson, Leonard Hubbard, James Gray, Kyle Jones, Benjamin Kenney, Taalib Johnson & Jill Scott
Produced by: Kamal Gray

10. Water
Written by: Ahmir "?uestlove" Thompson, Tariq Trotter, Leonard Hubbard, Tahir Williams, James Gray, Kyle Jones & Benjamin Kenney
Produced by: Tahir Jamal
Co-Produced by: Kelo Suanders & The Grand Wizzards

11. Quills
Written by: Tariq Trotter & Karriem Riggins
Produced by: Karriem Riggins
Co-Produced by: The Grand Wizzards

12. Pussy Galore
Written by: Tariq Trotter & Scott Storch
Produced by: Scott Storch & Zoukhan Bey
13. Complexity feat. Jill Scott
Written by: Jill Scott, Ahmir "?uestlove" Thompson, Leonard Hubbard, James Gray, Tariq Trotter & Omar Edwards
Produced by: The Grand Wizzards
Co-Produced by: ?uestlove & Omar the Scholar

14. Something in the Way of Things (In Town) feat. Amiri Baraka
Written by: Ahmir "?uestlove" Thompson, Benjamin Kenney & Amiri Baraka
Produced by: The Grand Wizzards

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℗ 2002 MCA Records. © 2002 MCA Records, a division of UMG Recordsings, Inc. All rights reserved