1. "Get Down"
(Nasir Jones, Salaam Gibbs)
Ill Will Music, Inc. (ASCAP), admin. by Zomba Enterprises, Inc. (ASCAP)/EMI April Music, Inc. (ASCAP), o/b/o itself and Salaam Remi Music, Inc. (ASCAP)
Produced by Nas for Ill Will Productions and Salaam "The Chameleon" Remi for Dashiki Productions, Inc
Recorded by Kevin Crouse at Circle House Studios, Miami, FL and Right Track Studios, New York, NY
Mixed by Kevin Crouse at Sony Music Studios, New York, NY
Contains elements from "Funky Drummer" written and performed by James Brown, published by Golo Publishing/Unichappell Music, Inc. (BMI). Used courtesy of PolyGram Records, under license from Universal Music Enterprises
Also contains elements from "The Boss" written by James Brown, Charles Bobbitt and Fred Wesley, performed by James Brown, published by Donna Dijon Music Publishing/Universal Songs of PolyGram/Dynatone Publishing (BMI). Used courtesy of PolyGram Records, under license from Universal Music Enterprises

2. "The Cross"
(Nasir Jones, Marshall Mathers, Jeff Bass)
Ill Will Music, Inc. (ASCAP), admin. by Zomba Enterprises, Inc. (ASCAP)/8 Mile Style (BMI)
Produced by Eminem
Recorded by Steve King at 54 Sound, Detroit, MI
Vocals recorded by Kevin Crouse at Electric Lady Studios, New York, NY
Keyboards and programming by Jeff Bass
Mixed by Steve King at 54 Sound, Detroit, MI

3. "Made You Look"
(Nasir Jones, Salaam Gibbs, Jeremiah Lordan)
Ill Will Music, Inc. (ASCAP), admin. by Zomba Enterprises, Inc. (ASCAP)/EMI April Music, Inc. (ASCAP), o/b/o itself and Salaam Remi Music, Inc. (ASCAP)/Regent Music Corp. (BMI)
Produced by Sallam "The Chameleon" Remi
Recorded by Kevin Crouse at Transcontinental Studios, Orlando, FL
Assisted by Mike Sroka
Mixed by Kevin Crouse at Cresent Moon Studios, Miami Beach, FL
Contains excerpts from "Apache" written by Jeremiah Lordan and published by Regent Music Corp. (BMI). Performed by The Incredible Bongo Band courtesy of New Millennium Entertainment
4. "Last Real N***a Alive"
(Nasir Jones, R. Turner)
Ill Will Music, Inc. (ASCAP), admin. by Zomba Enterprises, Inc. (ASCAP)/Browz Music (BMI)
Produced by Ron Browz
Recorded by Kevin Crouse at Right Track Recordings, New York, NY
Mixed by Kevin Crouse at Sony Music Studios, New York, NY

5. "Zone Out" feat. Bravehearts
(Nasir Jones, Salaam Gibbs, Jabari Jones, Michael Epps)
Ill Will Music, Inc. (ASCAP), admin. by Zomba Enterprises, Inc. (ASCAP)/EMI April Music, Inc. (ASCAP), o/b/o itself and Salaam Remi Music, Inc. (ASCAP)/Jabari Jones Publishing Designee/Michael Epps Publishing Designee
Produced by Salaam "The Chameleon" Remi for Dashiki Productions, Inc
Recorded by Kevin Crouse at Circle House Studios, Miami, FL and Right Track Studios, New York, NY
Mixed by Kevin Crouse at Sony Music Studios, New York, NY
Bravehearts appear courtesy of Ill Will Records/Columbia Records

6. "Hey Nas" feat. Kelis & Claudette Ortiz of City High
(Nasir Jones, Salaam Gibbs, Kenni Burke, Allan Felder, Norma Wright)
Ill Will Music, Inc. (ASCAP), admin. by Zomba Enterprises, Inc. (ASCAP)/EMI April Music, Inc. (ASCAP), o/b/o itself and Salaam Remi Music, Inc. (ASCAP)/Top Bound Music (BMI)/Third Palm Music (BMI)/Jobur Music Co., Inc. (BMI)
Produced by Salaam "The Chameleon" Remi for Dashiki Productions, Inc
Recorded by Kevin Crouse at Transcontinental Studios, Orlando, FL
Assistant engineer: Michael Sroka
Mixed by Kevin Crouse at Transcontinental Studios, Orlando, FL and Sony Music Studios, New York, NY
Flute: Mercedes Abal
Contains interpolations from "Risin' to the Top Bill" written by Kenni Burke, Allan Felder and Norma Wright, published by Top Bound Music (BMI), Third Palm Music (BMI) and Jobur Music Co., Inc. (BMI)

7. "I Can"
(Nasir Jones, Salaam Gibbs, Roy Hammond)
Ill Will Music, Inc. (ASCAP), admin. by Zomba Enterprises, Inc. (ASCAP)/EMI April Music, Inc. (ASCAP), o/b/o itself and Salaam Remi Music, Inc. (ASCAP)/Street Tuff Tunes (ASCAP)
Produced by Salaam "The Chameleon" Remi for Dashiki Productions, Inc
Recorded by Kevin Crouse at Transcontinental Studios, Orlando, FL
Assistant engineer: Michael Sroka
Children's lead and background vocals: Angela Hunte
Mixed by Kevin Crouse at Transcontinental Studios, Orlando, FL and Sony Music Studios, New York, NY
Flute: Mercedes Abal
Contains excerpts from the composition "Impeach the President" written by Roy Hammond and published by Street Tuff Tunes (ASCAP). Performed by The Honeydrippers courtesy of Tuff City Records
8. "Book of Rhymes"
(Nasir Jones, Alan Maman, David Camon)
Ill Will Music, Inc. (ASCAP), admin. by Zomba Enterprises, Inc. (ASCAP)/A. Maman Music (ASCAP), admin. by The Royalty Network (ASCAP)/Every Knight Music (BMI)
Produced by The Alchemist
Recorded by Kevin Crouse and Mathew Ryan at Transcontinental Studios, Orlando, FL
Assistant engineers: Michael Sroka, Elise Thomas and Jonah Egolf
Mixed by Kevin Crouse at Sony Music Studios, New York, NY
Contains excerpts from "For the Dollar Bill" written by David Camon and published by Every Knight Music (BMI), performed by Tommy Tate courtesy of Juana Records

9. "Thugz Mansion (N.Y.)" feat. 2Pac & J. Phoenix
(2Pac Shakur, Johnny Jackson, Claudio Cueni, Michael Herring, Nasir Jones, Larry Loftin)
Amaru Publishing (ASCAP)/Universal Music (ASCAP)/Black Hispanic Music, admin. by BMG Songs, Inc. (ASCAP)/Cueni Publishing (ASCAP)/Colorblind Fish Music (ASCAP)/Ill Will Music, Inc. (ASCAP), admin. by Zomba Enterprises, Inc. (ASCAP)/From the Soul Music/Zomba Music Publishing (ASCAP)
Produced by Claudio Cueni & Michael Herring
(Original version produced by Johnny "J" for KLOCK WORK Entertainment)
Recorded by Kevin Crouse and Claudio Cueni at Can Am, Tarzana, CA, Skip Saylor, Los Angeles, CA, Circle Sound Studios, Miami, FL and Electric Lady Studios, New York, NY
Assistant engineer: Mark Vinten
Guitar by Michael "Fish" Herring
Mixed by Kevin Crouse at Sony Music Studios, New York, NY
Contains a remixed version of "Thugz Mansion" featuring 2Pac as embodied on the 2Pac LP Better Dayz

10. "Mastermind"
(Nasir Jones, Alan Maman)
Ill Will Music, Inc. (ASCAP), admin. by Zomba Enterprises, Inc. (ASCAP)/A. Maman Music (ASCAP), admin. by The Royalty Network (ASCAP)
Produced by The Alchemist
Recorded by Kevin Crouse at Electric Lady Studios, New York, NY
Mixed by Kevin Crouse at Sony Music Studios, New York, NY
11. "Warrior Song" feat. Alicia Keys
(Nasir Jones, Alicia Keys)
Ill Will Music, Inc. (ASCAP), admin. by Zomba Enterprises, Inc. (ASCAP)/EMI April Music, Inc. (ASCAP) o/b/o itself and Lellow Productions (ASCAP)
Produced by Alicia Keys for MBK Entertainment/Krucial Keys Productions
Recorded by Kevin Crouse at Right Track Recordings, New York, NY
Assistant engineer: Pablo Arraya
Mixed by Rich Keller at Sony Music Studios, New York, NY

12. "Revolutionary Warfare" feat. Lake
(Nasir Jones, Alan Maman, Patrick Adams, Terry Phillips, Leroy Jackson)
Ill Will Music, Inc. (ASCAP), admin. by Zomba Enterprises, Inc. (ASCAP)/A. Maman Music (ASCAP), admin. by The Royalty Network (ASCAP)/Crystal Smiles
Produced by The Alchemist
Recorded and mixed by Kevin Crouse at Right Track Recordings, New York, NY
Contains samples from "We Made It" written by Patrick Adams, Terry Phillips and Leroy Jackson, published by Crystal Smiles. Performed by Black Ivory courtesy of Today Records

13. "Dance"
(Nasir Jones, Chucky Thompson)
Ill Will Music, Inc. (ASCAP), admin. by Zomba Enterprises, Inc. (ASCAP)/Ninth Street Tunnel Music/Sony ATV Songs LLC (BMI)
Produced by Chuck Thompson for Chucklife Productions, Inc
Recorded by by Mathew Ryan at Transcontinental Studios, Orlando, FL and Kevin Crouse at Electric Lady Studios, New York, NY
Mixed by Kevin Crouse at Sony Music Studios, New York, NY
Horns: Olu Dara

14. "Heaven"
(Nasir Jones, Eddie Holman, Sheila Holman, A. Griffith, K. Wailoo, Jully Black)
Ill Will Music, Inc. (ASCAP), admin. by Zomba Enterprises, Inc. (ASCAP)/Damian Music Publishing/Schoochiebug Music/Virtu Music/Countless Endeavors Music Ltd. (SOCAN)/Lounge Music Publishing/Warner Chappell Music Publishing (SOCAN)/Achandre Music (SOCAN)
Produced by Agile for Big Black Lincoln Music
Co-produced by Saukrates for Big Black Lincoln Music
Recorded by Kevin Crouse at Lobo Studios, Long Island, NY
Mixed by Kevin Crouse at Sony Music Studios, New York, NY
Lead and background vocals: Jully Black and Saukrates
Contains samples from "I Love You" written by Eddie Holman and Sheila Holman, performed by Eddie Holman and published by Damian Music Pub. Co., Schoochiebug Music Pub. and Virtu Music (ASCAP). Used courtesy of MCA Records, under license from Universal Music Enterprises

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To Moms: Thank you for giving me the strength to continue. I didn't think I could finish this album. I love you Ma. 4.5.02

Album Dedication: Ann Jones; We love you, Mommy
-Nas & Jung

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Thank You's
To Moms: Thank you for giving me the strength to continue. I didn't think I could finish this album. I love you Ma. Death You Motherfucker! To Pops: Thank you for bringing me to this shit called earth. To Destiny: Everything I do, I do for you. I know you may not believe me but I'm working hard. I know I'm always away but daddy is working & I thank God for you my little angel!
To Ill Will: R.I.P. The Graham Family, R.I.P. Spank, Barkim, Money Bags, Stretch, all my fam. Ivan Baird a.k.a "Clark Kent," Ill Will Mgt. Love you dawg. To the Governor! Love ya Dawg OOOWEEE!!!! All Bravehearts dead, free or in jail, Malik, Beezo, Sudan, Zaire, Horse, P. gotti, Polite, Wallet Head, Slate, Spud, Black Jay, Meatdog, Rod Zilla, Mike Jones and the whole 40 side of Vernon! Felon Magazine, Tree, Tee and Jewel, Feds Magazine crew and Kim Sorio, Lake Entertainment (Lake, Supa, Rappa G, Sherm, Green and the whole crew). "We ready 4 the big ride" (baby) bay-bay! God bless all the brave children. Kev, Kwave, Craig, Big Steve - Warriors 4 life! What up Big Ryv! Salaam Remi, You inspired this whole recorde period! Love ya bro. Linen Lenny, love ya dawg! Couldn't have dunnit without ya. Thanx 4 holdin' me down. Adisa Iwa, whatup, n***a! Love ya. To my baby mama Carmen: Love you, girl. The whole 25th floor. D.I.!!!!, Dave Belgrave, thanx for everything. Chris, you and Dave are incredible! My dawg Miguel. To OJ, Footy Charles and the whole street team: Thanks to Kay Slay for holdin' me down! The whole Technitions crew, Columbia Online. To Large Professor: One love! To Akinyele my brother from another motha! To Steve Stoute: a.k.a "Don King!" a.k.a. "The Commissioner" a.k.a. "Wide Face." The bottom line is I love you dawg! This life is crazy. Write a book!!! To Kiane and Talik, whatup lil bros! Q.B.-All Souljahs, Family, The Inc., Bump Knucks, Mobb Deep, CNN. To all my women, thanx for takin' care of me. Keep treatin' me good. Love y'all for that from Nas a.k.a. "Superman" a.k.a. "Rick James." Shout out to Kevin Crouse and Solange. To cousins Dee and Gee, Diante, my whole fam. It's too many of y'all, and to my gradman Ella, I love you. Stay Beautiful! Afeni Shakur and Molly (Amaru Records). Fredrika Newton & The Huey P. Newton Foundation, Inc. R.I.P. 2Pac, B.I.G. and Big Pun

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The Nas Squad
Executive producers: Nas for Ill Will Records, Inc. & Steve Stoute for Casino, Inc
A&R direction: V.P. of A&R Lenny "Linen" Nicholson
Management: Steve "The Commissioner" Stoute
Ill Will management: Ivan Baird a.k.a. "Clark Kent"
Album mastered by Chris Gehringer at Sterling Sound Studios, NYC

Art direction and design: Chris a.k.a. "Brother Feldmann"
Photography: Jonathan "I Stay Focused" Mannion
Photography assistants: "Uncle" Louis Rivera & Erskine "E-Double" Childers
Stylist: Crystal Streets at B Lynn Group
Assistant stylist: Dacia McIver
Imaging: "Swill" Will Kennedy
Illustrator:: Jarrett "J-Blood" Demartino
Graphic artist: Frank Carbonari a.k.a. "Megatharp"
Production: Go Scout
Barber: Mike Brinkley a.k.a. "The Razor"

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© 2002 Sony Music Entertainment, Inc