1
Seal
(Steve Miller: Sailor Music, ASCAP.)

Produced by Seal
Additional Production by Rashad Smith for Tumblin' Dice Productions, Inc.
Engineered and Mixed by Tim Weidner
Additional Engineering: Glen Marchese
Assistant Engineer: Paul Falcone
Additional Assistant Engineers: Greg Thompson, Rob Feeney, David Goodermouth
Recorded at The Hit Factory
Drums: Earl Harvin
Bass: Armando Colon
Keys: Armando Colon and D'Angelo
Guitar: Nile Rodgers and Seal
Seal appears courtesy of ZTT Records Limited/Warner Music UK Limited/Warner Bros. Records Inc.
D'Angelo appears courtesy of EMI Records
Contains excerpts from "Fly Like An Eagle" performed by Steve Miller, courtesy of Capitol Records. All Rights Reserved. Used by permission.
℗ 1996 ZTT Records Limited

2
Coolio
(A. Ivey, Jr., B. Dobbs, Curtis Mayfield; Boo Daddy Publishing/T-Boy Music Publishing, Inc., ASCAP/Wino Funk Music/Warner-Tamerlane Publishing Corp., BMI.)

Produced by Brian Dobbs "The Wino" for Wino Funk Music
Executive Producer: Josefa Salinas
Recorded at Larrabee Studios
Engineered and Mixed by Leonard Jackson
Assistant Engineer: Dave Wagg
Background Vocals: LV
Coolio appears courtesy of Tommy Boy Music
LV appears courtesy of Tommy Boy Music
℗ 1996 Tommy Boy Music

3
Quad City DJ's
(J. McGowan, N. Orange, V. Bryant; QuadraSound Music admin. by Warner Chappell, BMI.)

Produced by Jay "Ski" McGowan and C.C. Lemonhead for Cee Jai Productions, Inc.
Co-Produced by Thrill da Playa
Recorded and Engineered by C.C. Lemonhead
Mixed by C.C. Lemonhead at The Lemon Tree
Quad City DJ's appear courtesy of QuadraSound/ Big Beat Records, Inc.

4
R. Kelly
(R. Kelly; Zomba Songs, Inc./R. Kelly Publishing Inc. admin. by Zomba Songs, Inc., BMI.)

Produced by R. Kelly for Bass Productions Ltd.
Arranged by R. Kelly
Executive Producer: Barry Hankerson
Recorded by Stephen George at Battery Studios, Chicago
Assistant Recording Engineers: Chris Brickley and Rick Behrens
Mixed by R. Kelly and Stephen George at Chicago Recording Co.
Assistant Mix Engineer: Ron Lowe
Programming by R. Kelly and Stephen George
String Orchestra recorded by Carl Robinson at United Sound Systems - Studio A, Detroit
Keyboard: Percy Bady
Lead Vocals: R. Kelly
Background Vocals: The Luv Club Choir
Directed by Percy Bady
Strings: Paul Riser and The Motown Romance Orchestra
Motown Romance Orchestra led by Hart Hollman
R. Kelly appears courtesy of Jive Records
℗ 1996 Zomba Recording Corp.

5
B Real, Busta Rhymes, Coolio, LL Cool J & Method Man
(Louis Freese, Trevor Smith, Artis Ivey, Jr., Todd Smith, Clifford Smith, Jean Claude Olivier and Samuel Barnes; Wu-Tang Publishing/Careers-BMG Music Publishing Inc., all rights adm. by Careers-BMG Music Publishing Inc./T-Ziah's Music, BMI/Boo Daddy Publishing/T-Boy Music Publishing, Inc./LL Cool J Music/Def Jam Music, Inc., ASCAP/Hits From Da' Bong Music/BMG Songs, Inc., all rights adm. by BMG Songs, Inc./Slam U Well Music/Jelly's Jam LLC, ASCAP/Twelve and Under Music/Jumping Bean Songs LLC, BMI.)

Produced, Mixed and Drum Programming by Poke and Tone for Track Masters Entertainment
Recorded at Encore Studios and The Hit Factory
Mix Engineer: Bill Esses at Chung King Studios
B Real appears courtesy of Ruffhouse/Columbia Records
Busta Rhymes appears courtesy of Elektra Entertainment Group
Coolio appears courtesy of Tommy Boy Music
LL Cool J and Method Man appear courtesy of Def Jam Records, Inc.

6
D'Angelo
(D'Angelo; Ah-Choo Publishing/PolyGram International Publishing, Inc., ASCAP.)

Produced by D'Angelo
Recorded and Mixed by Russell Elevado at Quad Recording and The Hit Factory
Assistant Engineers: Greg Thompson, Ted Wohlsen, The Fifth Dentist Surveyed, Esq., Paul Falcone
All Vocals: D'Angelo
Guitar: Mike "Dino" Campbell
All other instruments played by D'Angelo
D'Angelo appears courtesy of EMI Records

7
Monica
(Words and Music by Diane Warren; REALSONGS/WB Music Corp., ASCAP.)

Produced and Arranged by David Foster for Chartmaker Inc.
Engineered by Felipe Elgueta
Recorded at Chartmaker Studios and Record Plant
Assisted by Tim Lauber
Mixed by Mick Guzauski at Barking Doctor
Assisted by Marnie Riley
Keyboards: David Foster
Synclavier programmed by Simon Franglen
Guitars: Michael Thompson
Background Vocals: Sue Ann Carwel, Jeff Pescetto
Monica appears courtesy of Rowdy Records
℗ 1996 Rowdy Records

8
Salt-N-Pepa
(Bernard Edwards, Nile Rodgers, Cheryl "Salt" James, Sandra "Pepa" Denton; Bernard's Other Music/Sony Songs, Inc. (Tommy Jymi, Inc.) admin. by Warner Tamerlane Publishing Corp., BMI.)

Produced by Rashad Smith and Armando Colon for Tumblin' Dice Productions, Inc.
Featuring Background Vocals by K.E.I.
Recorded at Boon Docks Studio, Dix Hills and The Hit Factory
Engineered by Carl Nappa and Greg Thompson
Additional Engineering: Bill Esses
Mixed by Rashad Smith
Keyboards: Armando Colon
Salt-N-Pepa appear courtesy of MCA Records, Inc.
K.E.I. appears courtesy of Jireh Records, Inc.
"Upside Down" contains a sample from "Upside Down" by Diana Ross, courtesy of Motown Records Company L.P. Under license from PolyGram Special Markets, A Division of PolyGram Group Distribution, Inc.
℗ 1996 MCA Records, Inc.

9
Robin S.
(Robin S., Todd Terry; EMI Blackwood Music, Inc./Want To Dance, BMI/New York Style, BMI.)

Produced by Todd Terry for Tee's Freeze Project Inc. @ Big Management NYC
Vocal Arrangement: Robin S.
Recorded at Axis Studios
Engineered by Bill Klatt and Matthias Heilbronn
Mix Engineer: Bill Klatt
Keyboards: Terry Burrus
Backgrounds: Robin S. and Lynette Holmes

10
Barry White & Chris Rock
(Thomas Chong and Richard "Cheech" Marin; India Music Ink, ASCAP all rights admin. by Almo Music Corp. for the world.)

Produced by Lou Adler and Jamey Jaz
Engineered and Mixed by John Vann-Est
Additional Mixing and Engineering by Jason Mauza
Recorded at Skip Saylor Recording, Los Angeles
Programming by Jamey Jaz
Background Vocals: Naimeh Heath and Mikelynn Roderick
Additional Background Vocals: Zoe Ellis and Caitlin Cornwell
Barry White appears courtesy of A&M Records, Inc.
Chris Rock appears courtesy of Dreamworks Records

11
All-4-One
(Words and Music by Diane Warren; REALSONGS/WB Music Corp., ASCAP.)

Produced and Arranged by Jimmy Jam & Terry Lewis for Flyte Tyme Productions, Inc.
Keys: Billy Steele
Drum Programming: Alex Richbourg
Acoustic and Electric Guitar: Mike Scott
Additional musical instruments performed by Jimmy Jam and Terry Lewis
Recorded and Mixed by Steve Hodge
Assisted by Xavier Smith at Flyte Tyme Studios, Edina
All-4-One appear courtesy of Blitzz Records/Atlantic Recording Corporation

12
R. Kelly feat. Changing Faces & Jaÿ-Z
(R. Kelly; Zomba Songs, Inc./R. Kelly Publishing Inc. admin. by Zomba Songs, Inc., BMI.)

Produced by R. Kelly for Bass Productions, Ltd.
Arranged by R. Kelly
All Instruments: R. Kelly
Mixed by R. Kelly and Stephen George at Battery Studios, Chicago
Recorded by Stephen George and Chris Brickley at Battery Studios, Chicago
Assistant Engineers: Chris Brickley and Rick Behrens
Programming: R. Kelly and Mr. Lee
Additional Programming: Stephen George
R. Kelly appears courtesy of Jive Records
Jaÿ-Z appears courtesy of Roc-A-Fella Records
Changing Faces appear courtesy of Spoiled Rotten Entertainment/Big Beat Records, Inc.
℗ 1996 Zomba Recording Corp.

13
Spin Doctors feat. Biz Markie
(Harry W. Casey, Richard Finch; Longitude Music Co., BMI.)

Produced by Danny Kortchmar and Peter Denenberg
Engineered by Peter Denenberg
Assistant Engineer: Derrick Garrett
Recorded and Mixed at Acme Studios
Keyboards: Ivan Neville
Guitar: Danny Kortchmar
Horns: Todd Horton, Erik Lawrence, Andrew Lippman
Moaning: Theresa Fitzgerald
Remix by Rashad Smith for Tumblin' Dice Productions, Inc.
Keyboards & Drums: Rashad Smith and Armando Colon
Spin Doctors appear courtesy of Epic Records
Biz Markie appears courtesy of Cold Chillin'/Epic Records
By arrangement with Sony Music Licensing
Ivan Neville appears courtesy of Iguana Records
℗ 1996 Sony Music Entertainment Inc.

14
Bugs Bunny
(Lyrics by Shawn Carter, Music by James Newton Howard; Warner-Tamerlane Pub. Corp., BMI.)

Performed by Billy West
Produced by Dominique Trenier and Dominic Owen
Engineered by Rob Feeney and Carl Nappa
Recorded at The Hit Factory
Bugs Bunny and Elmer Fudd Voices: Billy West
Daffy Duck Voice: Dee Baker
Porky Pig Voice: Mel Blanc

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Executive Album Producers: Ken Ross, Craig Kallman and Dominique Trenier
Executive in Charge of Music for Warner Bros. Pictures: Gary LeMel

Production Coordinators: Suzanne Lewinter, Jillian Schwartz, Steffie Lawson
Mastered by Chris Gehringer at The Hit Factory, NYC

Art Direction & Design: Donald May & Larry Freemantle

LOONEY TUNES characters, names and all related indicia are trademarks of Warner Bros. © 1996