1. Intro
Produced & arranged by Earthtone III
Recorded & mixed by John Frye at Stankonia Recording, Atlanta, GA
Assisted by Vincent Alexander
Harmonium & tabla: Rajinder Kala & Chaterpal Kala
2. Gasoline Dreams feat. Khujo Goodie from Goodie Mob
Written by Andre Benjamin, Antwan Patton, David Sheats & Willie Knighton
Published by Gnat Booty/Chrysalis Music, Inc./Dungeon Ratz Music, Inc. (ASCAP)/Goodie Mob/Chrysalis Music (BMI)
Produced & arranged by Earthtone III
Recorded by John Frye at Stankonia Recording, Atlanta, GA
Assisted by Vincent Alexander
Mixed by Mr. Leslie Brathwaite at Stankonia Recording, Atlanta, GA
Assisted by Warren Bletcher
Vocals by Big Boi, Andre 3000 & Khujo Goodie
Background vocals by Andre 3000
Drums: Victor Alexander
Guitar: David "Whild" Brown
Ba**: Preston Crump
3. I'm Cool (Interlude)
Recorded by Matt Still & John Frye at Stankonia Recording & Southern Living Studios, Atlanta, GA
Assisted by Vincent Alexander, Malik Albert & Michael Klein
Mixed by Matt Still at Stankonia Recording, Atlanta, GA
Horns: Jason Freeman, Jerry Freeman, Kebbi Williams & Richard Owens
Ba**, guitar & drums: E.X. Vortex
4. So Fresh, So Clean
Written by Organized Noize, Andre Benjamin & Antwan Patton
Published by Organized Noize Music (BMI)/Gnat Booty/Chrysalis Music, Inc. (ASCAP)
Produced & arranged by Organized Noize for ONP, Inc
Recorded by Bernasky Wall & John Frye at The Dungeon & Stankonia Recording, Atlanta, GA
Assisted by Vincent Alexander & Malik Albert
Mixed by Leslie Brathwaite at Stankonia Recording, Atlanta, GA
Assisted by Vincent Alexander
Vocals by Big Boi & Andre 3000
Background vocals by Sleepy Brown & Rico Wade
Music & drum programming: Organized Noize
Fender Rhodes: Sleepy Brown
Ba**: Preston Crump
Production coordinator: Dee Dee Murray for Organized Noize Productions, Inc
5. Ms. Jackson
Written by Andre Benjamin, Antwan Patton & David Sheats
Published by Gnat Booty/Chrysalis Music, Inc./Dungeon Ratz Music, Inc. (ASCAP)
Produced & arranged by Earthtone III
Recorded by John Frye at Stankonia Recording, Atlanta, GA
Assisted by Malik Albert, Vincent Alexander & Warren Bletcher
Mixed by Neal H. Pogue for NHP Sound at Stankonia Recording, Atlanta, GA
Assisted by Warren Bletcher
Vocals by Big Boi & Andre 3000
Background vocals by Andre 3000
Keyboards & programming: Earthtone III
Backwards congas: Rajinder Kala
Piano: Marvin "Chanz" Parkman
Ba**: Aaron Mills of Cameo
Guitar: Andre 3000
6. Snappin' & Trappin' feat. k**er Mike & J-Sweet
Written by Andre Benjamin, Antwan Patton, David Sheats, Michael Render, John E.E. Smith & Cory Andrews
Published by Gnat Booty/Chrysalis Music, Inc./Dungeon Ratz Music, Inc./Aniyah's Music/J-Sweet Music/Cory Andrew Publishing Designee (ASCAP)
Produced & arranged by Earthtone III
Recorded by John Frye at Stankonia Recording, Atlanta, GA
Assisted by Warren Bletcher & Jason Stokes
Mixed by John Frye at Stankonia Recording, Atlanta, GA
Assisted by Vincent Alexander & Warren Bletcher
Vocals by k**er Mike, Big Boi & J-Sweet
Background vocals by Big Boi
Keyboards: Earthtone III
7. D.F. (Interlude)
Recorded by Matt Still & John Frye at Stankonia Recording & Southern Living Studios, Atlanta, GA
Assisted by Vincent Alexander, Malik Albert & Michael Klein
Mixed by Matt Still at Stankonia Recording, Atlanta, GA
Horns: Jason Freeman, Jerry Freeman, Kebbi Williams & Richard Owens
Ba**, guitar & drums: E.X. Vortex
8. Spaghetti Junction
Written by Organized Noize, Andre Benjamin & Antwan Patton
Published by Organized Noize Music (BMI)/Gnat Booty/Chrysalis Music, Inc. (ASCAP)
Produced & arranged by Organized Noize for ONP, Inc
Recorded by Jarvis Blackshear, Derrick Williams & John Frye at Patchwerk Recording & Stankonia Recording, Atlanta, GA
Assisted by Manuel K. Morris & Vincent Alexander
Mixed by Josh Butler at Stankonia Recording, Atlanta, GA
Assisted by Vincent Alexander
Vocals by Andre 3000 & Big Boi
Background vocals by Sleepy Brown & Myrna "Skreechy Peach" Crenshaw
Drum & keyboards programming: Organized Noize
Production coordinator: Dee Dee Murray for Organized Noize Productions, Inc
9. Kim & Cookie (Interlude)
Recorded by Matt Still & John Frye at Stankonia Recording & Southern Living Studios, Atlanta, GA
Assisted by Vincent Alexander, Malik Albert & Michael Klein
Mixed by Matt Still at Stankonia Recording, Atlanta, GA
Horns: Jason Freeman, Jerry Freeman, Kebbi Williams & Richard Owens
Ba**, guitar & drums: E.X. Vortex
10. I'll Call Before I Come feat. Gangsta Boo & Eco
Written by Andre Benjamin, Antwan Patton, David Sheats, Lola Mitchell & Rashida Roberts
Published by Gnat Booty/Chrysalis Music, Inc./Dungeon Ratz Music, Inc./Sincerely Success (ASCAP)/Tef Noize Publishing (BMI)
Produced & arranged by Earthtone III
Recorded by John Frye at Stankonia Recording, Atlanta, GA
Assisted by Vincent Alexander
Mixed by Mr. Leslie Brathwaite at Stankonia Recording, Atlanta, GA
Assisted by Vincent Alexander
Vocals by Big Boi, Andre 3000, Gangsta Boo & Eco
Background vocals by Andre 3000
Keyboards: Earthtone III
Gangsta Boo appears courtesy of Hypnotize Minds Entertainment
11. B.O.B
Written by Andre Benjamin, Antwan Patton & David Sheats
Published by Gnat Booty/Chrysalis Music, Inc./Dungeon Ratz Music, Inc. (ASCAP)
Produced & arranged by Earthtone III
Additional arrangement: Neal H. Pogue for NHP Sound
Recorded by John Frye, Ralph Cacciurri & Mr. Leslie Brathwaite at Stankonia Recording, Atlanta, GA
Assisted by Vincent Alexander & Jason Stokes
Digital editing by James Majors & John Horesco IV at Stankonia Recording, Atlanta, GA
Mixed by Richard H. Segal at Larrabee Sound, West Hollywood, CA
Assisted by Pete Novak
Vocals by Andre 3000 & Big Boi
Background vocals by Morris Brown College Gospel Choir & Andre 3000
Keyboards: Earthtone III, Kenneth Wright & Matt Still
Guitar solo: David Whild
Guitar: Donny Mathis
Cuts by Cutmaster Swiff
12. Xplosion feat. B-Real
Written by Andre Benjamin, Antwan Patton, David Sheats, Louis Freese & Erin Johnson
Published by Gnat Booty/Chrysalis Music, Inc./Dungeon Ratz Music, Inc./Hits from da Bong Music adm. by BMG Songs, Inc./Dez Only 1 (ASCAP)
Produced & arranged by Earthtone III
Recorded by John Frye, Jason Stokes & Kevin Parker at Stankonia Recording, Atlanta, GA
Assisted by Vincent Alexander & Brad Hengerer
Mixed by Mr. Leslie Brathwaite at Stankonia Recording, Atlanta, GA
Assisted by Vincent Alexander
Vocals by Andre 3000, B-Real & Big Boi
Background vocals by Debra k**ings, Dungeon Rats & EJ the Witchdoctor
Keyboards: Marvin "Chanz" Parkman
Ba**: Preston Crump
B-Real appears courtesy of Columbia Records
13. Good Hair (Interlude)
Recorded by Matt Still & John Frye at Stankonia Recording & Southern Living Studios, Atlanta, GA
Assisted by Vincent Alexander, Malik Albert & Michael Klein
Mixed by Matt Still at Stankonia Recording, Atlanta, GA
Horns: Jason Freeman, Jerry Freeman, Kebbi Williams & Richard Owens
Ba**, guitar & drums: E.X. Vortex
14. We Luv Deez Hoez feat. BackBone & Big Gipp from Goodie Mob
Written by Organized Noize, Andre Benjamin, Antwan Patton, Jamahr Williams, Cameron Gipp & Bolivar Troncoso
Published by Organized Noize Music/Goodie Mob Music/Chrysalis/Lil' Bree Music (BMI)/Gnat Booty/Chrysalis Music, Inc./Slic Flo Music (ASCAP)
Produced & arranged by Organized Noize for ONP, Inc
Recorded by John Frye & Kevin Parker at Patchwerk Recording & Stankonia Recording, Atlanta, GA
Assisted by Vincent Alexander, Malik Albert & Brad Hengerer
Mixed by Josh Butler at The Dungeon & Stankonia Recording, Atlanta, GA
Vocals by Big Boi, BackBone & Big Gipp
Background vocals by Troncoso
Music & drum programming: Organized Noize
Moog ba**: Sleepy Brown
Production coordinator: Dee Dee Murray for Organized Noize Productions, Inc
BackBone appears courtesy of Universal Records
15. Humble Mumble feat. Erykah Badu
Written by Andre Benjamin, Antwan Patton, David Sheats & Erica Wright
Published by Gnat Booty/Chrysalis Music, Inc./Dungeon Ratz Music, Inc./Divine Pimp (ASCAP)
Produced & arranged by Earthtone III
Recorded by John Frye, Kevin Parker & Neal H. Pogue at Stankonia Recording, Atlanta, GA
Assisted by Vincent Alexander
Mixed by Mr. Leslie Brathwaite at Stankonia Recording, Atlanta, GA
Assisted by Vincent Alexander
Vocals by Big Boi, Andre 3000 & Erykah Badu
Keyboards: Earthtone III & Marvin "Chanz" Parkman
Ba**: Preston Crump
Erykah Badu appears courtesy of Motwon Records Company, LP
16. Drinkin' Again (Interlude)
Recorded by Matt Still & John Frye at Stankonia Recording & Southern Living Studios, Atlanta, GA
Assisted by Vincent Alexander, Malik Albert & Michael Klein
Mixed by Matt Still at Stankonia Recording, Atlanta, GA
Horns: Jason Freeman, Jerry Freeman, Kebbi Williams & Richard Owens
Ba**, guitar & drums: E.X. Vortex
17. ?
Written by Andre Benjamin, Antwan Patton & David Sheats
Published by Gnat Booty/Chrysalis Music, Inc./Dungeon Ratz Music, Inc. (ASCAP)
Produced & arranged by Earthtone III
Recorded by John Frye & Kevin Parker at Stankonia Recording, Atlanta, GA
Assisted by Vincent Alexander & Warren Bletcher
Mixed by John Frye at Stankonia Recording, Atlanta, GA
Assisted by Vincent Alexander
Vocals by Andre 3000
Keyboards: Earthtone III
Piano: Marvin "Chanz" Parkman
18. Red Velvet
Written by Andre Benjamin, Antwan Patton & David Sheats
Published by Gnat Booty/Chrysalis Music, Inc./Dungeon Ratz Music, Inc. (ASCAP)
Produced & arranged by Earthtone III
Recorded by John Frye & Kenneth Stallworth at Stankonia Recording, Atlanta, GA
Assisted by Vincent Alexander
Mixed by Mr. Leslie Brathwaite at Stankonia Recording, Atlanta, GA
Assisted by Vincent Alexander
Vocals by Big Boi & Andre 3000
Background vocals by Big Boi, Mr. Sheats, Andre 3000 & Remion "Uncle Mooney" Patton
Keyboards: Earthtone III
Guitar: Andre 3000
19. Cruisin' in the ATL (Interlude)
Performed by Southside
Recorded by Matt Still & John Frye at Stankonia Recording & Southern Living Studios, Atlanta, GA
Assisted by Vincent Alexander, Malik Albert & Michael Klein
Mixed by Matt Still at Stankonia Recording, Atlanta, GA
Horns: Jason Freeman, Jerry Freeman, Kebbi Williams & Richard Owens
Ba**, guitar & drums: E.X. Vortex
20. Gangsta sh** feat. Slimm Calhoun, C-Bone & T-Mo Goodie from Goodie Mob
Written by Carlton Mahone, Andre Benjamin, Antwan Patton, David Sheats, Robert Barnett, Brian Loving & Cory Andrews
Published by Carl Mo Muzic/Gnat Booty/Chrysalis Music, Inc./Dungeon Ratz Music, Inc./Curbstone-LAILO Music/Cory Andrews Publishing Designee (ASCAP)/Goodie Mob/Chrysalis Music, Inc. (BMI)
Produced by Carl Mo for Earthtone III
Co-produced by Earthtone III
Recorded by John Frye & Kevin Parker at Stankonia Recording, Atlanta, GA
Assisted by Warren Bletcher, Brad Henderer & Malik Albert
Mixed by John Frye at Stankonia Recording, Atlanta, GA
Assisted by Warren Bletcher
Vocals by Big Boi, C-Bone, T-Mo Goodie, Slimm Calhoun & Andre 3000
Background vocals by Big Boi, C-Bone, Billie O, Bobby B. & J-Sweet
Music & drum programming: Carl Mo & Earthtone III
Guitar: Donny Mathis
Ba**: Preston Crump
Slimm Calhoun appears courtesy of Aquemini/Elektra Entertainment Group
C-Bone appears courtesy of Dat Damn Daddy O's Records
21. Toilet Tisha
Written by Andre Benjamin, Antwan Patton & David Sheats
Published by Gnat Booty/Chrysalis Music, Inc./Dungeon Ratz Music, Inc. (ASCAP)
Produced & arranged by Earthtone III
Recorded by John Frye, Kevin Parker & Mark "DJ Exit" Goodhild at Stankonia Recording, Atlanta, GA
Assisted by Vincent Alexander
Mixed by Mr. Leslie Brathwaite at Stankonia Recording, Atlanta, GA
Assisted by Vincent Alexander
Vocals by Andre 3000 & Big Boy
Additional vocals by Andre 3000, Sleepy Brown & Rosalin Heard
Keyboards: Earthtone III
Synth guitar: Andre 3000
Ba** & synth ba**: Preston Crump
22. Slum Beautiful feat. Cee-Lo Goodie from Goodie Mob
Written by Antwan Patton, Andre Benjamin, David Sheats & Thomas Burton
Published by Gnat Booty/Chrysalis Music, Inc./Dungeon Ratz Music, Inc. (ASCAP)/Goodie Mob/Chrysalis Music, Inc. (BMI)
Produced & arranged by Earthtone III
Additional arrangement: Neal H. Pogue for NHP Sound
Recorded by John Frye, Neal Pogue & Kevin Parker at Stankonia Recording, Atlanta, GA
Assisted by Vincent Alexander & Jason Stokes
Mixed by John Frye at Stankonia Recording, Atlanta, GA
Assisted by Vincent Alexander
Vocals by Andre 3000, Big Boi & Cee-Lo
Background vocals by Andre 3000 & Cee-Lo
Keyboards: Earthtone III & Marvin "Chanz" Parkman
Backwards guitar: Donny Mathis
Ba**: "Dookie" Blossumgame III
23. Pre-Nump (Interlude)
Recorded by Matt Still & John Frye at Stankonia Recording & Southern Living Studios, Atlanta, GA
Assisted by Vincent Alexander, Malik Albert & Michael Klein
Mixed by Matt Still at Stankonia Recording, Atlanta, GA
Horns: Jason Freeman, Jerry Freeman, Kebbi Williams & Richard Owens
Ba**, guitar & drums: E.X. Vortex
24. Stankonia (Stanklove) feat. Big Rube & Sleepy Brown
Written by Andre Benjamin, Antwan Patton, David Sheats, Patrick Brown & Ruben Bailey
Published by Gnat Booty/Chrysalis Music, Inc./Dungeon Ratz Music, Inc. (ASCAP)/Organized Noize Music/d**h to the Fakers (BMI)
Produced & arranged by Earthtone III
Recorded by John Frye at Stankonia Recording, Atlanta, GA
Assisted by Brad Hengerer & Warren Bletcher
Mixed by John Frye at Stankonia Recording, Atlanta, GA
Assisted by Vincent Alexander
Intro: The Gipps
Vocals by Andre 3000, Sleepy Brown & Big Rube
Background vocals: Andre 3000, Joi "Freeta Love" Gilliam-Gipp & Mryna "Skreechy Peach" Crenshaw
Keyboards: Earthtone III & Marvin "Chanz" Parkman
Guitar: Donny Mathis
Ba**: Robert Grister
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Album Producers: Earthtone III, Organized Noize Productions, Inc. & Antonio "LA" Reid
Associate Album Producer: Michael "Blue" Williams
A&R Direction: Kawan "KP" Prather & Regina Davenport
A&R Coordination: Celeste Moses
Mastered by Dave Kutch at Absolute Audio, NYC
Management: Michael "Big Blue" Williams for Family Tree Entertainment
Art Direction & Design: Mike Rush
Photography: Michael Lavine
Hair: LaFaye Morris & Anephia Morton
Makeup: Tori Johnson
Prop Stylist: Keith Brown
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Andre 3000 would like to thank:
You, you and you. All of you!!!
Big Boi would like to thank:
The Most High. My babies: Jordan & Bamboo. My entire family, the Dungeon family. Pitfall Kennels (770) 716-0813 Sherlita 174
P.S. Lil ricky Walker - keep ya head up!
Outkast Thank You's:
We would like to thank all LaFace employees past, present and future who contributed to the success of Outkast: Sharliss Asbury, Davett Singletary, Bryant Reid, Tommy Henderson, Constance Armstrong, Scott Folks, Cliff Lovette, Kenyatta Whelchel, Renee Lee, Dawn Berrien, Kathy Rogers, Veronica Moss, Paula Casey, Sandra Love, Kirdis Tucker, Tynetra Evans, Constance Armstrong, Wendell Cage, Regina Davenport, Fred Hayse, Lilani Ellis, Michael Lewis, Dana Lewis, Roy Ayers Jr., Jackie Walter, Keith Frye, Shanti Das, Sharon Daley, Daria Langford, Shiree Edwards, Chelsea Gray, Eric Croone, Bille Woodruff, Michelle Montgomery, Tamara, Boyd, Will Jackson, Sheri Huguely, Tashion Macon, Doly Turner, Mandume Robertson, Lilani Ellis, Christopher Boea, Celeste Moses, Ted Florence, Dorsey James, Michelle Burch, Jackie Lee, Candy Tookes, Kawan "KP" Prather, Liwaza Green, Jon Marett, Latesha Higgins, Stephanie sh**eside, Travis Knuckles, Debra Lowe, Shonda McFarland, Erika Hatchett, Jeanne Eustache, Lisa Cambridge, Lorraine Robertson, Kathy Busby, Aaron Brown, Toby Rivers, Stephanie Merchant, Randall Dunn, Nikki Hurd, Aja Kimura, LaKeitcha Hurd, Billa Calloway, Kyle bu*ts, LaConia Jenkins, Randy Marshall, Yakira Halbertan, Barbara DeHonney, Diane Nicholson, Pete Farmer, Taiye Samuel, Kiera Danine Lytle III, Monique Brady, Tyrone Murray, Xylina Cooper, Pamel Grant, Gail Huggins, Donna Jones, Tisha Hopper, Rod Peters, Cheri O'Brien, Thomas Kerns, Steven Jones, Monique Brady, Kim Christensen, Greg Colbert, Sherie Lawton, Bonnie Moret, Stephanie McGhee, Nadine McKenzie, Nigel Sawyer, Kalonji Phillips, Monique Brady, Rashan Godfrey, Asia Gulli, Portia Kirland, Karen Kwak, Drienne Muhammad, Darren Polite, Yvette Ramirez, Jason RIcks, Matt Shelton, Mark Shimmel, Lakimbra Sneed, Shair Stewart, Damien Seet, Courtney Taylor, Marcus Thomas, Solombra Tucker, Darrick "D.L." Warfield, Crystal Waters, Philana Williams, Keith Wooten, Stacy Barbour, Elaine-Nicole Henri, Shannon Madden, Suleka Cole, Liza Broome, Susan Maler, Daniell Ma**ey, Chaundra Walker, Ethiopia Habterariam, Kevin Weekes and Tabitha Lacey
Extra special thank you's to...
L.A. Reid for creating an environment that has nurtured our growth as both artists and men. We wish you much success in your new endeavor, please know that you have our total support
Shanti "Shoestring" Das for being down from day one!!!
The entire Arista family, we don't know all the names yet, but we feel the love & support and it is much appreciated
Our staff at Aquemini Records: Regina Davenport, Janice Faison & Kiera Lytle
Our artists: Brian "Slimm Calhoun" Loving & Michael "k**er Mike" Render. Your time has come!
Sheri Huguely and the Glue staff: Valencia & Tomika
Stankonia Recording staff: John Frye, Andrew Roper, Rosalin Heard, Apollo Branham, Stephon Ellis & Walter Johnson. Our 2nd engineers: Vincent Alexander, Malik Albert, Brad Hengerer & Michael Klein
Our legal team: Michael Guido, Elliot Groffman, Jennifer Justice and the entire staff at Codikow, Carroll, Guido & Groffman, LLP, and Jonathan Leonard and the staff of Ware & Leonard LLC
Our accountants: Madison, Smallwood Financial Group
Our management: Family Tree Entertainment
To our homeboy/manager (the Jerry Maguire of this music industry...): Michael "Big Blue" Williams
All our dreams in Colon, Germany were not shattered after all. You already know what time it is
Barkue Tubman, Angie Aguirre, Big Mitch, Angelo Redding and the rest of the Family Tree Entertainment staff. Thanks Mrs. B for being more than a mother to all of us! Jay at Moda
We would also like to give a shout out to the young men at Lorenzo Benn Youth Development Camp in Atlanta, GA. Keep ya head up!
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℗ & © 2000 Arista Records, Inc. Manufactured and distributed by Arista Records, Inc., a unit of BMG Entertainment, 6 West 57th Street, New York, NY 10019. Printed in U.S.A. All rights reserved