| 1 | I Couldn't Keep It To MyselfProgrammed By – Ali Written-By – Raphael Wiggins | 5:20 |
| 2 | CastleersTrumpet, Soloist – Bill OrtizWritten-By – Carl Wheeler, Raphael Wiggins | 1:19 |
| 3 | FunProgrammed By, Sounds [Ghetto Sounds], Scratches – L.A. Jay 1Trumpet, Soloist – Jon Williams Written-By – Carl Wheeler, D'wayne Wiggins, Raphael Wiggins, Timothy Christian Riley | 5:16 |
| 4 | What Goes Around Comes AroundRap [Dancehall Rap] – General GrantWritten-By – Carl Wheeler, D'wayne Wiggins, Raphael Wiggins | 4:33 |
| 5 | Tonyies! In The Wrong KeyMixed By – Bob PowerProgrammed By – Ali Written-By – Raphael Wiggins, Timothy Christian Riley | 4:05 |
| 6 | My Ex-GirlfriendHorns – The Fat Lip HornsMixed By – Ken KessieTrumpet – Bill OrtizWoodwind – Norbert StachelWritten-By – D'wayne Wiggins, Raphael Wiggins, Timothy Christian Riley | 4:53 |
| 7 | AnniversaryAcoustic Guitar – Nick MarachArranged By [String Arrangements] – Clare FischerWritten-By – Carl Wheeler, Raphael Wiggins | 9:24 |
| 8 | Gangsta GrooveSaxophone – Gerald AlbrightTrombone – Reggie Young Trumpet – Ray Brown Written-By – D'wayne Wiggins, John T. Smith, Raphael Wiggins | 5:03 |
| 9 | (Lay Your Head On My) PillowSteel Guitar – Peter CorantWritten-By – D'wayne Wiggins, Raphael Wiggins, Timothy Christian Riley | 6:12 |
| 10 | Slow WineArranged By [String Arrangements] – Benjamin F. Wright, Jr.Programmed By – Maurice StewartWritten-By – D'wayne Wiggins, The Whole Nine | 4:49 |
| 11 | If I Had No LootAlto Saxophone – George Young Horns – The SNL HornsProgrammed By, Sounds [Ghetto Sounds], Scratches – L.A. Jay 1Tenor Saxophone – Lenny PickettTrumpet – Earl GardnerWritten-By – J. Bautista, Raphael Wiggins, Will Harris | 4:01 |
| 12 | Dance HallMixed By – Ken KessieRap [Dancehall Rap] – General GrantWritten-By – Curtis Grant , D'wayne Wiggins | 4:26 |
| 13 | Times Square 2:30 A.M. (Segue) | 0:33 |
| 14 | Tell Me MamaHorns – The Fat Lip HornsTrumpet – Bill OrtizWoodwind – Norbert StachelWritten-By – Raphael Wiggins, Timothy Christian Riley, Z'Ann | 4:17 |
| 15 | Leavin'Arranged By [String Arrangements] – Benjamin F. Wright, Jr.Programmed By – Danny-O, James Reece, Kirt Shearer, Phase 5 Programmed By, Sounds [Ghetto Sounds], Scratches – L.A. Jay 1Written-By – John T. Smith, Raphael Wiggins | 5:16 |
Track 1 contains samples from "The 'P' Is Free" as recorded by KRS-1; "The Wrong Nigga To Fuck Wit" as recorded by Ice Cube; "Knock On Wood" as recorded by Eddie Floyd.
Track 3 contains an interpolation from "My Lady" (S. Stewart).
Track 5 contains samples from "If The Tapes Came" as recorded by A Tribe Called Quest; "LaToya" as recorded by Just Ice.
Track 6 contains production elements from "Please Stay" produced by The Whole 9.
Track 10 contains a sample from "Soul Power '74" as recorded by Maceo & The Macks.
Track 11 contains an interpolation of "We're In This Love Together" (R. Murrah/K. Stegal).
Mixed at The Hit Factory, NYC; Air L.A. Studios, Glendale, CA; Caribbean Sound Basin, Port-Of-Spain, Trinidad; Unique Recording, NYC; Skip Saylor Studios, Los Angeles.
Recorded at Paradise Recording Studio, Sacramento, CA; West Lake Audio, Hollywood, CA; Studio 56, Hollywood, CA; Jam Studio, Oakland, CA; Paramount Studio, Hollywood, CA; Air L.A. Studios and Caribbean Sound Basin.
Mastered at the Hit Factory Mastering Studios.
Publishing
1: Tony Toni Toné Music Publishing/PRI Music, Inc./L.A. Jay Music/Big Will Music (ASCAP).
2, 13 to 15: Tony Toni Toné Music Publishing/PRI Music, Inc. (ASCAP)/Rev Music (ASCAP).
3, 7, 8, 10: Tony Toni Toné Music Publishing/PRI Music, Inc. (ASCAP).
4: Tony Toni Toné Music Publishing/PRI Music, Inc./Zina Ann Publishing (ASCAP).
5, 9: Tony Toni Toné Music Publishing/PRI Music, Inc./Dango Music (ASCAP).
6: Tony Toni Toné Music Publishing/PRI Music, Inc. (ASCAP)/Rap And More Music (BMI).
11: Tony Toni Toné Music Publishing/PRI Music, Inc. (ASCAP)/EMI-Blackwood Music, Inc./Nocturnal Eclipse Music (BMI)/HyRyck Publishing (BMI).