Joe Budden – Joe Budden

Performer [Sample Of "Lock and Key"] – Rush
Written-By – Geddy Lee
Written-By – Alex Lifeson
Written-By – Neil Peart

Performer [Sample Of "I'm Still #1" / Sample Of "The Bridge Is Over"] – Boogie Down Productions
Performer [Sample Of "Sound Of Da Police"] – KRS-One
Vocals [Additional Vocals] – White Boy
Written-By – Lawrence Krisna Parker
Written-By – Abrim Tilmon
Written-By – DJ Scott La Rock
Written-By – Chas Chandler
Written-By – Rodney LeMay
Written-By – Alan Lomax
Written-By – Eric Burdon

Performer [Sample From "Soul Vibrations"] – Kool & The Gang
Producer – Just Blaze
Written-By – Richard Westfield
Written-By – Ronald Bell
Written-By – George Brown
Written-By – Robert Kool Bell
Written-By – Dennis D.T. Thomas
Written-By – Claydes Smith
Written-By – Robert Spike Mickens

Vocals [Additional Vocals] – Maisha Parker
Vocals [Additional Vocals] – Mike Gainous

Vocals [Additional Vocals] – Mike Gainous
Vocals [Additional Vocals] – Kiyamma Griffin

Featuring – Lil' Mo
Performer [Sample Of "I Love You So Much / Never Wanna Let You Go"] – Love Unlimited Orchestra
Written-By – Barry White

Vocals [Additional Vocals] – Kiyamma Griffin

Featuring – Busta Rhymes
Producer – Just Blaze
Vocals [Additional Vocals] – Envyi
Written-By – Trevor Smith (4)
Written-By – Frank Ski
Written-By – Al "T" McLaran
Written-By – Melvin Glover

Featuring – 112
Written-By – Bruce Washington
Written-By – Rufus Cooper III
Written-By – Tyrone Wrice
Written-By – Yafeu Fula
Written-By – Katari Cox
Written-By – Tupac Shakur
Written-By – Joe Paquette

Vocals [Additional Vocals] – Mike Gainous

Producer – Just Blaze

Bass – James Genus
Producer, Arranged By, Conductor, Recorded By, Drums, Strings, Percussion, Keyboards [Keys] – Lofey
Recorded By, Guitar – Bob Iadeluca
Strings [Additional Strings], Keyboards [Additional Keys] – Billy Stein (2)
Written-By – Michael Sandlofer

Performer [Sample Of "Right On Brother"] – Four Tops
Vocals [Additional Vocals] – Mike Gainous
Written-By – Brian Potter
Written-By – Dennis Lambert