1) Honey Lyrics: M. Carey Music: M. Carey, S. Combs, K. Fareed, S. Jordan, S. Hague, B. Robinson, R. Larkins, L. Price, M. McLaren Produced by Sean "Puffy" Combs for Bad Boy Entertainment, Inc., The Ummah, Stevie J., Mariah Carey Lead Vocals: Mariah Carey Background Vocals: Mariah Carey, Melonie Daniels Additional Vocals: Mase & The Lox Keyboards: Stevie J Keyboard Programming: Stevie J Drum Programming: Stevie J., Q-Tip Engineered by Dana Jon Chappelle, Rich Travali, Glen Marchese Assistant Engineers: Ian Dalsemer, Ken Ross Recorded at The Hit Factory, NYC Mixed by Tony Maserati at The Hit Factory, NYC Mastered by Herb Powers, Jr. at Powers House of Sound, NYC "Honey" contains a sample of "The Body Rock" by Treacherous 3 Published by Bobby Robinson Music, Inc. (BMI). Used by permission of Enjoy Records "Honey" also contains a replay of the composition entitled "Hey DJ" written By S. Hague, published by Charisma Music/Hit & Run Music (Publishing) Ltd., Administered by Warner Chappell Music (ASCAP); Saisfaction Fulfilled/Chrysalis Music (U.K.); EMI Songs, Ltd 2) bu*terfly Lyrics: M. Carey Music: M. Carey, W. Afanasieff Produced and Arranged by Mariah Carey, Walter Afanasieff Lead Vocals: Mariah Carey Background Vocals: Mariah Carey, Melonie Daniels Mary Ann Tatum Keyboards, Synthesizers and Programming: Walter Afanasieff Additional Keyboards, Drum, & Rhythm Programming Sound Design & Computer Programming: Dan Shea Engineered by Dana Jon Chappelle, Mike Scott, David Gleeson Assistant Engineers: Ian Dalsemer, Oliver "Wiz" Bone Recorded at Compa** Point Studios, Bahamas; Crave Studios NY; WallyWorld, CA; The Hit Factory, NYC Mixed by Mick Guzauski at Crave Studios, NY/The Hit Factory, NYC Mastered by Bob Ludwig at Gateway Mastering, Portland, ME 3) My All Lyrics: M. Carey Music: M. Carey, W. Afanasieff Produced and Arranged by Mariah Carey, Walter Afanasieff Lead Vocals: Mariah Carey Keyboards, Synthesizers and Programing: Walter Afanasieff Additional Keyboards, Drum & Rhythm Programming Sound Design & Computer Programming: Dan Shea Engineered by Dana Jon Chappelle, Mike Scott Assistant Engineer: Ian Dalsemer Recorded at Crave Studios, NY; WallyWorld, CA; The Hit Factory, NYC Mixed by Mick Guzauski at Crave Studios, NY Mastered by Bob Ludwig at Gateway Mastering, Portland, ME 4) The Roof Lyrics: M. Carey Music: M. Carey, J.C. Olivier, S. Barnes, C. Rooney, A. Johnson K. Muchita Produced by Poke and Tone for Track Masters Entertainment, Mariah Carey Lead Vocals: Mariah Carey Background Vocals: Mariah Carey, Kelly Price Keyboards: Cory Rooney Keyboard Programming: Cory Rooney Drum Programming: Poke and Tone for Track Masters Entertainment Engineered by Dana Jon Chappelle, Mike Scott, Bill Esses Franklin Grant Assistant Engineers: Ian Dalsemer, Ken Ross Oliver "Wiz" Bone Recorded at Crave Studios, NY; The Hit Factory, NYC; Compa** Point Studios, Bahamas Mixed by Tony Maserati at The Hit Factory, NYC Mastered by Herb Powers, Jr. at Powers House of Sound, NYC "The Roof" contains a replay of "Shook Ones", written by A. Johnson, K Muchita, published by Albert Johnson. Administered by Careers-BMG Music Publishing, Inc. (BMI)/BMG Songs, Inc./Juvenile Hell Publishing Administered by BMG Songs, Inc. (ASCAP). All Rights Reserved. Used By Permission 5) Fourth of July Lyrics: M. Carey Music: M. Carey, W. Afanasieff Produced and Arranged by Mariah Carey, Walter Afanasieff Lead Vocals: Mariah Carey Keyboards, Synthesizers and Programming: Walter Afanasieff Additional Keyboards, Drum & Rhythm Programming Sound & Computer Programming: Dan Shea Engineered by Dana Jon Chappelle, Mike Scott Assistant Engineer: Ian Dalsemer Recorded at Crave Studios, NY; WallyWorld, CA; The Hit Factory, NYC Mixed by Mick Guzauski at Crave Studios, NY Mastered by Bob Ludwig at Gateway Mastering Portland, ME 6) Breakdown Lyrics: M. Carey, A. Henderson, C. Scruggs Music: M. Carey, Stevie J Produced by Mariah Carey, Stevie J., Sean "Puffy" Combs For Bad Boy Entertainment, Inc Lead Vocals: Mariah Carey, Krayzie Bone, Wish Bone Background Vocals: Mariah Carey, Krayzie Bone, Wish Bone Keyboards: Stevie J Keyboard and Drum Programming: Stevie J Engineered by Dana Jon Chappelle Assistant Engineers: Ian Dalsemer Recorded at The Hit Factory, NYC; Daddy's House, NY Mixed by Tony Maserati at The Hit Factory, NYC Mastered by Herb Powers, Jr. at Powers House Of Sound, NYC 7) Babydoll Lyrics: M. Carey, M. Elliot Music: M. Carey, C. Rooney, Stevie J Produced by Mariah Carey, Cory Rooney Lead Vocals: Mariah Carey Background Vocals: Mariah Carey, Trey Lorenz Keyboard Programming: Cory Rooney Drum Programming: Cory Rooney Engineered by Dana Jon Chappelle, Mike Scott, DOug Wilson Assistant Engineers: Ian Dalsemer, Ken Ross, Steve Jones Recorded at Crave Studios, NY; The Hit Factory, NYC; Doppler Studios, Atlanta, GA Mixed by Mick Guzauski and Mike Scott at Crave Studios, NY Mastered by Herb Powers, Jr. at Powers House Of Sound, NYC 8) Close My Eyes Lyrics: M. Carey Music: M. Carey, W. Afanasieff Produced and Arranged by Mariah Carey, Walter Afanasieff Vocals: Mariah Carey Keyboards, Synthesizers and Programming: Walter Afanasieff Additional Keyboards, Drum & Rhythm Programming Sound Design & Computer Programming; Dan Shea Engineered by Dana Jon Chappelle, Mike Scott Assistant Engineer: Ian Dalsemer Recorded at Crave Studios, NY; WallyWorld, CA; The Hit Factory, NYC Mixed by Mick Guzauski at Crave Studios, NY and The Hit Factory, NYC Mastered by Bob Ludwig at Gateway Mastering, Portland ME 9) Whenever You Call Lyrics: M. Carey Music: M. Carey, W. Afanasieff Produced and Arranged by Mariah Carey, Walter Afanasieff Lead Vocals: Mariah Carey Background Vocals: Clarence, Mariah Carey Keyboards, Synthesizers and Programming: Walter Afanasieff Additional Keyboards, Drum & Rhythm Programming Sound Design & Computer Programming: Dan Shea Engineered by Dana Jon Chappelle Assistant Engineer: Mike Scott Recorded at Crave Studios, NY; WallyWorld, CA; The Hit Factory, NYC Mixed by Mick Guzauski at Crave Studios, NY Mastered by Bob Ludwig at Gateway Mastering, Portland, ME 10) Fly Away (bu*terfly Reprise) Lyrics: M. Carey, E. John, B. Taupin Co-Produced by Mariah Carey and David Morales for Def Mix Productions Lead Vocals: Mariah Carey Background Vocals: Mariah Carey, Melonie Daniels Mary Ann Tatum Keyboards: Peter "Ski" Schwartz Arrangement and Additional Production: David Morales and Satoshi Tomiie for Def Mix Productions Engineered by Dave "EQ3" Sussman, Dana Jon Chappelle Assistant Engineer: Ann Mincieli Mixed by David Morales at Quad Studios, NYC Mastered by Herb Powers, Jr. at Powers House of Sound, NYC 11) The Beautiful Ones Lyrics: Prince Music: Prince Produced by Mariah Carey, Cory Ronney Arranged by Mariah Carey, Cory Rooney, Dru Hill Vocals: Mariah Carey, Dru Hill Engineered by Dana Jon Chappelle, Glen Marchese Assistant Engineers: Ian Dalsemer, Greg Thompson Recorded at The Hit Factory, NYC Mixed by Tony Maserati at The Hit Factory, NYC Mastered by Herb Powers, Jr. at Powers HOuse of Sound, NYC 12) Outside Lyrics: M. Carey Music: M. Carey, W. Afanasieff Produced and Arranged by Mariah Carey, Walter Afanasieff Co-Produced by Cory Rooney Additional Arrangement: Ron Grant Lead Vocals: Mariah Carey Keyboards, Synthesizers and Programming: Walter Afanasieff Additional Keyboards, Drum & Rhythm Programming Sound Design & Computer Programming: Dan Shea Drums: Nathaniel Townsley Ba** Guitar: Artie Reynolds Hammond B-3: Gary Montoute Piano/Keyboards: Donald Parker Guitar: Michael Cirro Ewi: Michael Phillips Engineered by Dana Jon Chappelle, Mike Scott Assistant Engineer: Ian Dalsemer Recorded at Crave Studios, NY; WallyWorld, CA; The Hit Factory, NYC Mixed by Mick Guzauski and Mike Scott at Crave Studios, NY Mastered by Bob Ludwig at Gateway Mastering, Portland, ME