All tracks, with the exception of "I Got the Power", were produced by members of Bad Boy's in-house production team,
the Hitmen. The tracklisting was slightly altered on the album's clean version, where it was shortened down to thirteen songs.
Notes • signifies a co-
producer • signifies an additional producer • signifies an additional music contribution • "Señorita" transitions into "I'll Be Missing You"
Sample credits • "Victory" contains a
sample of "Going the Distance" written and performed by
Bill Conti. • "Been Around the World" contains samples of "
Let's Dance" written and performed by
David Bowie, "Feeling Good" written and performed by
Roy Ayers, and an interpolation of "
All Around the World" written by
Lisa Stansfield, Ian Devaney, and Andy Morris, and performed by Stansfield. • "What You Gonna Do?" contains samples of "It's Over" written and performed by
Eddie Holman. • "Don't Stop What You're Doing" contains samples of "
Don't Stop the Music" written by Jonah Ellis, Alisa Peoples, and Cavin Yarbrough and performed by
Yarbrough and Peoples, and "You Haven't Done Nothin'" written and performed by
Stevie Wonder. • "If I Should Die Tonight (Interlude)" contains reworked elements of "
If I Should Die Tonight" written by
Ed Townsend and
Marvin Gaye, and performed by Gaye. • "Do You Know?" contains samples from "Concentrate" written and performed by the Gaturs, and an interpolation from "Theme from Mahogany (Do You Know Where You're Going To)" written by
Michael Masser and
Gerald Goffin, and performed by
Diana Ross. • "Young G's" contains samples from "On the Hill" written and performed by
Oliver Sain, an interpolation of "Little Ghetto Boy" written and performed by
Donny Hathaway, and samples from "
Vapors" written by
Marcel Hall,
Antonio Hardy, and
Marlon Williams, and performed by Biz Markie. It also contains a reworked sample from "
Unbelievable", written by Christopher Wallace and
Christopher Martin, and performed by the Notorious B.I.G. • "I Love You, Baby" contains samples from "Xtabay (Lure of the Unknown Love)" written and performed by
Yma Sumac. • "It's All About the Benjamins" contains samples from "I Did It For Love" written by
Linda Laurie and Terry Etlinger and performed by
Love Unlimited. It also contains a reworked sample from "It's Great to Be Here" written by
Berry Gordy,
Alphonso Mizell,
Freddie Perren, and
Deke Richards, and performed by
the Jackson 5, as well as an interpolation from "
Jungle Boogie", written and performed by
Kool & the Gang. • "Pain" contains samples from "
Let's Stay Together" written by
Al Green and performed by
Roberta Flack. • "Is This the End?" contains samples from "
Is This the End" written by Michael Jonzun and
Maurice Starr, and performed by
New Edition. • "I Got the Power" contains samples from "Don't Wanna Come Back" written by Joyce Kennedy, Glenn Murdock, Gary Moore, and Jerry Seay, and performed by
Mother's Finest. • "Friend" contains samples from "Person to Person" written and performed by
Average White Band. • "Señorita" contains samples from "Little Lady Maria" written and performed by
Ohio Players, and "No Me Conviene" written and performed by
La India. • "I'll Be Missing You" contains samples from "
Every Breath You Take" written by
Gordon Sumner and performed by
the Police, and
Adagio for Strings written by
Samuel Barber. It also interpolates "
I'll Fly Away" written by
Albert E. Brumley. • "Can't Nobody Hold Me Down" contains an interpolation of "
Break My Stride" written by
Matthew Wilder and Greg Prestopino, and performed by Wilder. It also samples "
The Message" written and performed by
Grandmaster Flash and the Furious Five, and "
Atomic Dog" written by
George Clinton, Garry Shider, and David Spradley, and performed by Clinton. The song also contains reworked excerpts from "Big Beat" written and performed by
Billy Squier, and samples "
Rock with You" written by
Rod Temperton and performed by
Michael Jackson. ==Personnel==