CREDITS: Will Smith - Willenium

[Cno Evil]

01   I'm Comin' (3:54)
Featuring - Tra-Knox
Producer - Falonte Moore , Rob Fusari
Contains a sample of "Runnin' From The Law" performed by Stargard
Embodies portions of "Do You Wanna Get Funky With Me?

02   Will 2K (3:56)
Featuring - K-Ci
Producer - Poke & Tone
Scratches - DJ Jazzy Jeff 
Additional Vocals - The Love Fellowship
Contains a sample of "Rock The Casbah" performed by The Clash
Contains an interpolation of "Super Rappin' 2"

03   Freakin' It (3:59)
Producer - Poke & Tone
Additional Vocals - The Love Fellowship
Embodies portions of "Love Hangover"
Embodies portions of "Rapper's Delight"

04   Da Butta (2:58)
Featuring - Lil' Kim
Producer - Darren Lighty , Kay-Gee 
Contains a sample of "(Every Time I Turn Around) Back In Love Again" performed by LTD.

05   La Fiesta (4:16)
Producer - Jeff Townes aka DJ Jazzy Jeff , Keith Pelzer , Carvin Haggins, Kenny "Dope" Gonzalez , "Little Louie" Vega
Written by Will Smith, Carvin Haggins, Keith Pelzer, Darrin Henson, Ivan Bavarias and Lonnie Lynn aka Common
Additional Vocals - Charles Alston, Jeff Townes aka DJ Jazzy Jeff, Omarr Rambert, Tanya Pendleton, Amber Noble and Nandi Dalen 
Contains an interpolation sample of "Mambo Con Puente"

06   Who Am I (4:02)
Featuring - MC Lyte , Tatyana Ali
Producer - Harvey Mason Jr. , Rodney "Darkchild" Jerkins 

07   Afro Angel (5:10)
Producer - Sauce 
Spoken Word - Jada Pinkett Smith
Contains a sample of "Figure Eight" performed by Blossom Dearie

08   So Fresh (4:27)
Featuring - Biz Markie , Slick Rick
Producer - Darren "Limitless" Henson , Jeff Townes aka DJ Jazzy Jeff
Contains a sample of Atabaque" performed by Laurindo Almeida featuring Bud Shank
Contains an interpolation of "Sukiyaki"
Contains an interpolation of "Vapors"
Contains a sample of "The Def Fresh Crew" performed by The Def Fresh Crew

09   Pump Me Up (4:05)
Featuring - DJ Jazzy Jeff
Producer - Jeff Townes aka DJ Jazzy Jeff
Contains a sample of "La-Di-Da-Di" performed by Doug E. Fresh and M.C. Ricky D.
Contains a sample of "The R" performed by Eric B. & Rakim
Contains a sample of "Hip-Hop Vs. Rap" performed by KRS-One
Contains a sample of "Just Rhymin' With Biz" performed by Big Daddy Kane
Contains a sample of "Nuthin'" performed by Doug E. Fresh
Contains a sample of "Pump Me Up" performed by Trouble Funk
Contains a sample of "Pee Wee's Dance" performed by Joe Ski Love 

10   Can You Feel Me? (3:44)
Featuring - Eve
Producer - Jeff Townes aka DJ Jazzy Jeff , Keith Pelzer 
Featured Vocals - Lia Grant from Breeze
Contains a sample of "Working Day and Night" performed by Michael Jackson

11a   Potnas (6:10)
Producer - DJ Jazzy Jeff & The Fresh Prince 
Contains a portion of "Friends"

11b   Interlude
Producer - Andre Harris  , Jeff Townes aka DJ Jazzy Jeff
Contains a sample of "Be What You Are" performed by Denie Corbett & Station Break

12   No More (3:25)
Featuring - Breeze
Producer - Darren "Limitless" Henson , Jeff Townes aka DJ Jazzy Jeff
Featuring samples from the Neil, Larsen and Buzz Feiten recording "Casino Lights"

13   Uuhhh (3:28)
Featuring - Kel Spencer
Producer - Darren "Limitless" Henson , Jeff Townes aka DJ Jazzy Jeff
Contains a sample of "Susie Q" performed by Jose' Feliciano

14   Wild Wild West (4:05)
Featuring - Dru Hill , Kool Moe Dee
Producer - Rob Fusari
Additional Production - Mark Wilson
Scratches - DJ Jazzy Jeff 
Contains a portion of "I Wish" performed by Stevie Wonder
Contains a portion of the composition "Wild Wild West"

15   The Rain (4:49)
Featuring - Jill Scott
Producer - Darren "Limitless" Henson , Jeff Townes aka DJ Jazzy Jeff
Written by Will Smith, Lonnie Lynn aka Common, Jill Scott, Jeff Townes aka DJ Jazzy Jeff and Darren "Limitless" Henson
Additional Vocals - J. Bailey, S. Bailey, K. Mitchell, A. Dunlap, C. Townes
Contains a sample of "I Believe In Miracles" performed by Deniece Williams

[DrShady]

Completely Modified and Updated