Recording sessions took place at The Orange Room, The Cosmic Slop Shop in
Sacramento, The Archives, Hard Knock Studios, Right Track Studios in
New York City, Bosko's Chicken and Beats Studios in
Los Angeles, and The Pharmacy Recording. Production was handled by
Rick Rock, Big Smash, Bosko, Caviar, CMT,
Droop-E,
E-A-Ski,
Lil' Jon, Mo Mo,
Nick Fury, Overdose and Sam Bostic, with E-40 serving as executive producer. It features guest appearances from
The Mossie, Mo Mo,
Turf Talk,
Doonie Baby, Rankin' Scroo, the
Clipse,
B-Legit,
Bonecrusher,
David Banner,
DJ Kay Slay, Don Parma, E-A-Ski,
Goapele, James "Stomp Down" Bailey,
Keak da Sneak,
Lil' Jon & the East Side Boyz,
Messy Marv,
Passion,
San Quinn and
Stressmatic. The album peaked at number 16 on the
Billboard 200 and number 4 on the
Top R&B/Hip-Hop Albums in the United States. SoundScan reported that the album sold 50,000 copies in its first week on shelves. It spawned three singles: "One Night Stand", "Quarterbackin'" and "Act a Ass". The latter appeared in
F. Gary Gray's 2005 film
Be Cool. ==Track listing==