| 1 | Can't Nobody Hold Me DownFeaturing – MaseProducer – Carlos BroadyWritten-By – C. Broady, C. Chase, E. Fletcher, G. Prestopino, M. Betha, M. Wilder, M. Glover, N. Myrick, S. Jordan, S. Robinson | 3:51 |
| 2 | PainCo-producer – Deric "D-Dot" AngelettieProgrammed By [Additional] – J-DubVocals [Additional] – Carl ThomasVoice [Additional] – The Notorious B.I.G.Written-By – D. Angelettie, J. Ian, N. Myrick, T. Gaither | 5:08 |
| 3 | I Got The PowerCo-producer – Sean "Puffy" Combs, Stevie J.Featuring – The LoxProducer – JazzRecorded By – Al MacheraWritten-By – D. Styles, J. Phillips, S. Jacobs | 4:05 |
| 4 | No Way Out (Intro) | 1:22 |
| 5 | What You Gonna Do?Co-producer – Ron "Amen-Ra" LawrenceEngineer [2nd] – Lorrenn Argumedes, Lynn Montrose, Rasheed GoodloweWritten-By – K. Jones, N. Myrick, R. Ross | 4:55 |
| 6 | FriendEngineer [2nd] – John "JM" MeredithFeaturing – Foxy BrownVocals [Additional] – Simone HinesWritten-By – D. Angelettie, I. Marchand, J. Astrop, M. Betha, S. Carter, S. Jordan | 6:37 |
| 7 | Young G'sEngineer [2nd] – Steve Jones Featuring – Jay-Z, The Notorious B.I.G.Mixed By – "Prince Charles" AlexanderProducer – Rashad SmithRecorded By – Paul Logus, "Prince Charles" AlexanderVocals [Additional] – Kelly PriceWritten-By – C. Wallace, R. Smith, S. Carter, T. Gaither | 5:25 |
| 8 | I Love You BabyCo-producer – Jay GarfieldEngineer [2nd] – Lynn Montrose, Rasheed GoodloweFeaturing – Black RobPiano [Baby Grand] – Stevie J.Programmed By [Additional] – DentWritten-By – L. Baxter, R. Ross, R. Lawrence | 4:03 |
| 9 | Do You Know?Engineer [2nd] – Lorrenn Argumedes, Rasheed GoodlowePiano [Baby Grand] – J-DubVocals [Additional] – Kelly PriceWritten-By – D. Angelettie, G. Goffin, M. Masser, T. Gaither, W. Turbinton | 6:06 |
| 10 | Is This The End?Engineer [2nd] – Lynn MontroseFeaturing – Carl Thomas, Ginuwine, TwistaWritten-By – C. Mitchell, L. Johnson, M. Johnson, S. Jordan | 4:34 |
| 11 | Don't Stop What You're DoingFeaturing – Lil' KimVocals [Additional] – Kelly PriceWritten-By – A. P. Yarbrough, J. Ellis, K. Jones, L. Simmons, R. Lawrence | 3:58 |
| 12 | SeñoritaCo-producer – Sean "Puffy" CombsEngineer [2nd] – Lorrenn ArgumedesProducer – Yogi Recorded By – Diana PedrazaVocals [Spanish Girl] – Melissa FelicianoWritten-By – W. Bell, C. Satchell, J. Williams, J. Phillips, L. Bonner, M. Jones, M. Pierce, R. Middlebrooks | 4:07 |
| 13 | VictoryEngineer [2nd] – John "JM" Meredith, Lorrenn ArgumedesFeaturing – Busta Rhymes, The Notorious B.I.G.Recorded By – John Eaton Written-By – B. Conti, C. Wallace, J. Phillips, S. Jordan | 4:56 |
| 14 | I'll Be Missing YouEngineer [2nd] – John "JM" MeredithFeaturing – 112, Faith EvansMixed By, Recorded By – Sean "Puffy" CombsWritten-By – F. Evans, Sting, T. Gaither | 5:43 |
| 15 | It's All About The Benjamins (Remix)Engineer [2nd] – Steve Jones Featuring – Lil' Kim, The Notorious B.I.G., The LoxRecorded By – John "JM" MeredithWritten-By – C. Wallace, D. Styles, D. Angelettie, J. Phillips, K. Jones, S. Jacobs | 4:38 |
| 16 | If I Should Die Tonight (Interlude)Featuring – Carl ThomasProducer – J-DubWritten-By – E. Townsend, M. Gaye | 2:59 |
| 17 | Been Around The WorldFeaturing – Mase, The Notorious B.I.G.Written-By – A. Morris, C. Wallace, D. Jones, D. Angelettie, I. Devaney, L. Stansfield, M. Betha, R. Lawrence | 5:25 |
℗ © 2003 Puff Daddy Records, Inc. under exclusive license to Universal Music UK Ltd.
Made in the EU.
"Victory" samples "Alone In The Ring" by Bill Conti.
"Been Around The World" samples "Let's Dance" by David Bowie.
"What You Gonna Do?" samples "It's Over" by Eddie Holman.
"Don't Stop What You're Doing" samples "Don't Stop The Music" by Yarbrough & Peoples Orchestra.
"Do You Know?" samples "Do You Know Where You're Going To" by Gerald Goffin and Michael Masser, and "Concentrate" by The Gaturs.
"Young G's" samples "On The Hill" by Oliver Sain.
"I Love You Baby" samples "Xtabay (Lure Of The Unknown Love)" by Yma Sumac.
"It's All About The Benjamins (Remix)" samples "I Did It For Love" by Love Unlimited Orchestra.
"Pain" samples "Jesse" by Roberta Flack.
"Is This The End?" samples "This Is The End" by Larry Johnson and Michael Johnson.
"I Got The Power" samples "Don't Wanna Come Back" by Mother's Finest.
"Friend" samples "Person To Person" by The Average White Band.
"Señorita" samples "Little Lady Maria" by The Ohio Players and "O Ela O Yo" by India.
"I'll Be Missing You" samples "Every Breath You Take" by Sting.
"Can't Nobody Hold Me Down" samples "The Message" by Grandmaster Flash."Victory" samples "Alone In The Ring" by Bill Conti.
"Been Around The World" samples Let's Dance" by David Bowie.
"What You Gonna Do?" samples "It's Over" by Eddie Holman.
"Don't Stop What You're Doing" samples "Don't Stop The Music" by Yarbrough & Peoples Orchestra.
"Do You Know?" samples "Do You Know Where You're Going To" by Gerald Goffin and Michael Masser, and "Concentrate" by The Gaturs.
"Young G's" samples "On The Hill" by Oliver Sain.
"I Love You Baby" samples "Xtabay (Lure Of The Unknown Love)" by Yma Sumac.
"It's All About The Benjamins (Remix)" samples "I Did It For Love" by Love Unlimited Orchestra.
"Pain" samples "Jesse" by Roberta Flack.
"Is This The End?" samples "This Is The End" by Larry Johnson and Michael Johnson.
"I Got The Power" samples "Don't Wanna Come Back" by Mother's Finest.
"Friend" samples "Person To Person" by The Average White Band.
"Señorita" samples "Little Lady Maria" by The Ohio Players and "O Ela O Yo" by India.
"I'll Be Missing You" samples "Every Breath You Take" by Sting.
"Can't Nobody Hold Me Down" samples "The Message" by Grandmaster Flash.