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1. A1 Intro 1:42
2. A2 You Flunked 3:14
3. A3 Me-O-Mi-O 4:06
4. A4 Get Off It 3:14
5. A5 That's How It Is 2:57
6. A6 That Bullshit 1:46
7. A7 Follow The Funk 3:55
8. A8 Who's It On 3:56
9. B1 I Didn't Mean To 3:39
10. B2 We Got It Like That 3:11
11. B3 A Little Something 1:21
12. B4 This Is How We Rip Shit 3:36
13. B5 Lose In The End 3:45
14. B6 Thoughts Of The Thoutful 2:56
15. B7 Chained Minds 3:05
16. B8 Be Thousand 2:58

℗ 1993, 1994 Zomba Recording Corporation Recorded at Hyde Street Studios Mixed at Battery Studios Mastered at The Hit Factory, NYC Recorded between July 1992 and February 1993 A1 contains a sample of "Revenge Is A Virtue" performed by Roy Ayers A2 contains a sample of "Cold Duck Time" performed by Les McCann & Eddie Harris A3 contains a sample of "Rural Still Life #26" performed by Tom Scott A4 contains a sample of "Mr. Clean" performed by Freddie Hubbard and "Fire And Rain" performed by Phillip Upchurch A5 contains a sample of "Top Billing" performed by Audio 2 A7 contains a sample of "Hard Times" performed by Curtis Mayfield A8 contains a sample of "Tragic Magic" performed by Dr. Nathan Davis B5 contains a sample of "Believe It Or Not (Theme Music From Kojak)" and "Chicken Heads" performed by Black Heat B6 contains a sample of "Brawling Broads" performed by Roy Ayers