Drums – Michael FellowsEngineer [Mastering] – Brian GardnerEngineer [Mix - Assistant] – John Jackson Engineer [Mix] – Ken KessieEngineer [Recording - Additional] – Michael Semanick, Neil King*Engineer [Recording] – Steve CounterGuitar – James 'Jinx' Gardner*Guitar, Bass, Soloist [Guitar Solos] – Jinx JonesLead Vocals, Backing Vocals – Cindy Herron, Dawn Robinson, Maxine Jones, Terry Ellis Lyrics By, Music By, Keyboards, Drum Programming [Drum Machine Programming], Voice [Dialogue] – Thomas McElroy, Denzil Foster*Percussion – Jon Bendich*, Juan Escovedo, Peter Michael Producer, Arranged By, Executive-Producer – Thomas McElroy And Denzil Foster*Saxophone – Les HarrisSaxophone, Soloist [Saxophone Solos] – Jeffrey McCormickTrombone – Chris MondtTrumpet – Tony GeorgeVocals – En VogueVoice [Dialogues] – Chuckii Booker
4:42
2
Hold On
Engineer [Mastering - Assistant] – Erik WolfEngineer [Mastering] – Brian GardnerEngineer [Recording - Additional - Can Am Studio] – Jeff PoeEngineer [Recording - Assistant - Can Am Studio] – John Jackson Engineer [Recording - Assistant - Live Oak Studio] – Bob Fudjinski, James Williamson Engineer [Recording - Assistant - Starlight Sound] – Lynn Levy, Ray Floyd, Sharon CleerEngineer [Recording - Can Am Studio] – Ken KessieEngineer [Recording - Live Oak Studio] – Dale Everingham, Ken Kessie, Steve CounterEngineer [Recording - Starlight Sound] – Ken Kessie, Steve CounterExecutive-Producer – David Lombard, Denzil FosterLead Vocals, Backing Vocals – Cindy Herron, Dawn Robinson, Maxine Jones, Terry Ellis Lyrics By – En Vogue, Thomas McElroy, Denzil Foster*Music By, Keyboards, Drum Programming [Drum Machine Programming] – Thomas McElroy, Denzil Foster*Producer, Arranged By – Thomas McElroy And Denzil Foster*Saxophone – Grover Washington, Jr.Vocals – En VogueVoice [Dialogues] – Cindy Herron, Dawn Robinson, Thomas McElroy, Denzil Foster*, Maxine Jones, Terry Ellis
5:04
3
Whatta Man
Arranged By [Vocal Arrangement] – Kimiko WhittakerBacking Vocals – 3 Feet, Cindy Herron, Dawn Robinson, En Vogue, Maxine Jones, Terry Ellis Executive-Producer – Herby "Luvbug" Azor*Guitar – Marlon McClainKeyboards, Drum Programming – Thomas McElroy, Denzil Foster*Lead Vocals – Cindy Herron, Dawn Robinson, Terry Ellis Lyrics By, Music By – Herby Azor*Producer ["What A Man" Sample], Written-By ["What A Man" Sample] – Dave CrawfordVocals – En Vogue, Salt-N-Pepa*
4:55
4
Free Your Mind
Bass, Soloist [Guitar Solos] – Jinx JonesDrums – Michael FellowsEngineer [Mastering] – Brian GardnerEngineer [Mix - Assistant] – John Jackson Engineer [Mix] – Ken KessieEngineer [Recording - Additional] – Michael Semanick, Neil King*Engineer [Recording] – Steve CounterGuitar – James 'Jinx' Gardner*, Jinx JonesLead Vocals, Backing Vocals – Cindy Herron, Dawn Robinson, Maxine Jones, Terry Ellis Lyrics By, Music By, Keyboards, Drum Programming [Drum Machine Programming] – Thomas McElroy, Denzil Foster*Percussion – John Bendich*, Juan Escovedo, Peter Michael Producer, Arranged By, Executive-Producer – Thomas McElroy And Denzil Foster*Saxophone – Jeffrey McCormick, Les HarrisSoloist [Saxophone Solos] – Jeffrey McCormickTrombone – Chris MondtTrumpet – Tony GeorgeVocals – En VogueVoice [Dialogues] – Chuckii Booker, Thomas McElroy, Denzil Foster*
4:52
5
Don't Let Go (Love)
Bass – Preston CrumpDrums – Lil' JonEngineer [Recording - Assistant] – Mike "Fresh" Wilson*Engineer [Recording] – Blake Eisenman*, NealHPogue*Engineer [Vocals], Mixed By [Vocals] – NealHPogue*, Organized Noize Productions*Executive-Producer – En Vogue, Sylvia RhoneGrand Piano – Chanz*Guitar – Martin Terry, Tommy Martin*Lead Vocals, Backing Vocals, Voice [Dialogue] – Cindy Herron, Maxine Jones, Terry Ellis Lyrics By, Music By – Andrea Martin, Ivan Matias, Marqueze Ethridge, Organized NoizeMixed By – NealHPogue*, Organized Noize Productions*Vocals – En Vogue
4:51
6
Giving Him Something He Can Feel
Bass, Soloist [Guitar Solo] – Jinx JonesDrums – Michael FellowsEngineer [Mastering] – Brian GardnerEngineer [Mix - Assistant] – John Jackson Engineer [Mix] – Ken KessieEngineer [Recording - Additional] – Michael Semanick, Neil King*Engineer [Recording] – Steve CounterGuitar – James 'Jinx' Gardner*, Jinx JonesKeyboards, Drum Programming [Drum Machine Programming] – Thomas McElroy, Denzil Foster*Lead Vocals, Backing Vocals – Cindy Herron, Dawn Robinson, Maxine Jones, Terry Ellis Lyrics By, Music By – Curtis MayfieldPercussion – Jon Bendich*, Juan Escovedo, Peter Michael Producer, Arranged By, Executive-Producer – Thomas McElroy And Denzil Foster*Saxophone – Jeffrey McCormick, Les HarrisSoloist [Saxophone Solos] – Jeffrey McCormickTrombone – Chris MondtTrumpet – Tony GeorgeVocals – En VogueVoice [Dialogues] – Chuckii Booker, Thomas McElroy, Denzil Foster*
3:57
7
No Fool No More
Arranged By [String Arrangement] – Big Baby Bass – Dominick MaybankDrums [Live] – Michael Allen*Engineer [Recording - Assistant] – Milton ChanEngineer [Recording] – Ben ArrindellExecutive-Producer – Merlin Bobb, Missy Elliott, Sylvia Rhone, TimbalandGuitar – Bernard GrobmanLead Vocals, Backing Vocals, Voice [Dialogue] – Cindy Herron Braggs*, Maxine Jones, Terry Ellis Lyrics By, Music By – Diane WarrenMixed By – Ben ArrindellRemix – Mick GuzauskiRemix [Assistant] – Tom BenderVocals – En Vogue
4:18
8
Whatever
Engineer [Assistant] – Paul BoutinEngineer, Mixed By – Manny MarroquinGuitar – Mark ColemanLead Vocals, Backing Vocals – Cindy Herron Braggs*, Maxine Jones, Terry Ellis Lyrics By, Music By – Babyface, Giuliano Franco, Keith AndesProducer, Electric Piano [Rhodes] – BabyfaceProgrammed By [Midi Programmer] – Randy WalkerSynthesizer, Drum Programming – Babyface, Giuliano FrancoVocals – En Vogue
4:20
9
Lies
Engineer [Mastering - Assistant] – Erik WolfEngineer [Mastering] – Brian GardnerEngineer [Recording - Additional - Can Am Studio] – Jeff PoeEngineer [Recording - Assistant - Can Am Studio] – John Jackson Engineer [Recording - Assistant - Starlight Sound] – Lynn Levy, Ray Floyd, Sharon CleerEngineer [Recording - Can Am Studio] – Ken KessieEngineer [Recording - Starlight Sound] – Ken Kessie, Steve CounterExecutive-Producer – David Lombard, Denzil FosterKeyboards, Drum Programming [Drum Machine Programming] – Thomas McElroy, Denzil Foster*Lead Vocals, Backing Vocals – Cindy Herron, Dawn Robinson, Maxine Jones, Terry Ellis Lyrics By – En Vogue, Thomas McElroy, Denzil Foster*, Khayree Shaheed*Music By – Denzil Foster, Thomas McElroy*Producer, Arranged By – Thomas McElroy And Denzil Foster*Saxophone – Grover Washington, Jr.Vocals – En VogueVoice [Dialogues] – Cindy Herron, Dawn Robinson, Thomas McElroy, Denzil Foster*, Maxine Jones, Terry Ellis
4:16
10
Give It Up, Turn It Loose
Bass, Soloist [Guitar Solos] – Jinx JonesDrums – Michael FellowsEngineer [Mastering] – Brian GardnerEngineer [Mix - Assistant] – John Jackson Engineer [Mix] – Ken KessieEngineer [Recording - Additional] – Michael Semanick, Neil King*Engineer [Recording] – Steve CounterGuitar – James 'Jinx' Gardner*, Jinx JonesLead Vocals, Backing Vocals – Cindy Herron, Dawn Robinson, Maxine Jones, Terry Ellis Lyrics By, Music By, Keyboards, Drum Programming [Drum Machine Programming] – Thomas McElroy, Denzil Foster*Percussion – Jon Bendich*, Juan Escovedo, Peter Michael Producer, Arranged By, Executive-Producer – Thomas McElroy And Denzil Foster*Saxophone – Jeffrey McCormick, Les HarrisSoloist [Saxophone Solos] – Jeffrey McCormickTrombone – Chris MondtTrumpet – Tony GeorgeVocals – En VogueVoice [Dialogues] – Chuckii Booker, Thomas McElroy, Denzil Foster*
5:12
11
Runaway Love
Backing Vocals – Cindy Herron, Dawn Robinson, Maxine Jones, Terry Ellis Engineer [Mix] – Ken KessieEngineer [Recording] – Ken Kessie, Steven HartKeyboards, Drum Programming – Thomas Foster, Denzil McElroy*Lead Vocals – Cindy Herron, Dawn Robinson, Terry Ellis Producer, Executive-Producer, Music By, Lyrics By – Thomas McElroy And Denzil Foster*Vocals – En Vogue
4:59
12
Too Gone, Too Long
Acoustic Guitar – Dean ParksElectric Guitar – Michael ThompsonEngineer [Recording] – Felipe ElguetaExecutive-Producer – En Vogue, Sylvia RhoneKeyboards – David FosterLead Vocals, Backing Vocals, Voice [Dialogue] – Cindy Herron Braggs*, Maxine Jones, Terry Ellis Lyrics By, Music By – Diane WarrenMixed By – Mick GuzauskiMixed By [Assistant] – John MoonyProgrammed By [Synclavier Programming] – Simon FranglenVocals – En Vogue
4:42
13
Let It Flow
Electric Guitar, Bass – James EarleyKeyboards, Drum Programming – Thomas McElroy, Denzil Foster*Lead Vocals, Backing Vocals – Cindy Herron Braggs*, Maxine Jones, Terry Ellis Mixed By – Ken KessieProducer, Written-By – Denzil Foster And Thomas McElroy*Recorded By – Ken Kessie, Steve CounterVocals – En Vogue
5:38
14
Love Don't Love You
Bass, Soloist [Guitar Solos] – Jinx JonesDrums – Michael FellowsEngineer [Mastering] – Brian GardnerEngineer [Mix - Assistant] – John Jackson Engineer [Mix] – Ken KessieEngineer [Recording - Additional] – Michael Semanick, Neil King*Engineer [Recording] – Steve CounterGuitar – James 'Jinx' Gardner*, Jinx JonesLead Vocals, Backing Vocals – Cindy Herron, Dawn Robinson, Maxine Jones, Terry Ellis Lyrics By, Music By, Keyboards, Drum Programming [Drum Machine Programming] – Thomas McElroy, Denzil Foster*Percussion – Jon Bendich*, Juan Escovedo, Peter Michael Producer, Arranged By, Executive-Producer – Thomas McElroy And Denzil Foster*Saxophone – Jeffrey McCormick, Les HarrisSoloist [Saxophone Solos] – Jeffrey McCormickTrombone – Chris MondtTrumpet – Tony GeorgeVocals – En VogueVoice [Dialogues] – Chuckii Booker, Thomas McElroy, Denzil Foster*
3:55
Bonus Track
15
Silent Night
9:46
Companies, etc.
Phonographic Copyright (p)
–
Elektra Entertainment Group
Copyright (c)
–
Elektra Entertainment Group
Manufactured By
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Warner Music Australia
Distributed By
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Warner Music Australia
Pressed By
–
Digital Audio Technologies Australia
Published By
–
Two Tuff-E-Nuff Songs
Published By
–
Irving Music, Inc.
Published By
–
Sons Of K-oss Inc.
Published By
–
Sandia Music
Published By
–
Next Plateau Music
Published By
–
Organized Noize Music
Published By
–
Stiff Shirt Music
Published By
–
Almo Music Corp.
Published By
–
Sailandra Publishing
Published By
–
Rondor Music
Published By
–
One Ol' Ghetto Hoe
Published By
–
Warner/Chappell Music, Inc.
Published By
–
Belt Star
Published By
–
Warner-Tamerlane Publishing Corp.
Published By
–
Realsongs
Published By
–
Baby Big Publishing
Published By
–
BoodaMax Publishing
Published By
–
Sony/ATV Songs LLC
Published By
–
ECAF Music
Published By
–
No Intro Publishing
Published By
–
E2 Music
Published By
–
Keiande Songs
Recorded At
–
Fantasy Studios
Recorded At
–
Starlight Sound
Recorded At
–
Live Oak Studios
Recorded At
–
Can-Am Recorders
Recorded At
–
Doppler Studios
Recorded At
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Record Plant, Los Angeles
Recorded At
–
Flava Station
Recorded At
–
The Hit Factory
Recorded At
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Encore Studios
Recorded At
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Brandon's Way Recording
Recorded At
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Chartmaker Studios
Recorded At
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Westlake Studios
Recorded At
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FM Studios
Mixed At
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Can-Am Recorders
Mixed At
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Record Plant, Los Angeles
Mixed At
–
Encore Studios
Mixed At
–
Brandon's Way Recording
Mixed At
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FM Studios
Mastered At
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Bernie Grundman Mastering
Produced For
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2 Tuff-E-Nuff Productions
Produced For
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ECAF Productions, Inc.
Licensed From
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Stax Records
Licensed From
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Fantasy Records
Remixed At
–
Barking Doctor Recording
Credits
Design
–
Lili Picou
Photography By
–
Daniel & Louise,
Guzman,
Reisig & Taylor
Notes
Australian exclusive edition with bonus track Track 14 is different from the LP Version on "Funky Divas" Track 15 repeats once.
Track 3 Published by Sons of K-OSS/Sandia Music/Next Plateau Music, ASCAP/Irving music, BMI Recorded and Mixed on Analog. From the Next Plateau/London Records, LP,CD and CS "Very Necessary" by Salt-N-Pepa (828-392-1/2/4) ℗ 1993 London Records USA. Sample: Linda Lyndell "What A Man / I Don't Know" (1968 Stax Records) Sound Recording Rights/Fantasy Records; Irving Music, BMI/Sandia Music, ASCAP From the EastWest album "Runaway Love" #7567922962
Track 5 Published by Organized Noize (adm.)/Stiff Shirt Music, (BMI)/Almo Music Corp./Sailandra Publishing/Rondor Music/One Ol' Ghetto Hoe/Warner Chappell Music, Inc./Belt Star, ASCAP Recorded at Doppler Recording Studio, Atlanta, GA, The Record Plant, Los Angeles, CA Mixed at Record Plant, Los Angeles, CA. Mixed for NHP Sound, Inc and Organized Noize Productions Vocals recorded at The Record Plant, Los Angeles, CA. Engineered and mixed for NHP Sound, Inc. and Organized Noize Productions at Hit Factory, NYC From the EastWest album "EV3" #7559620572
Track 6 Published c 1975 Warner Tamerlane Publishing Corp., BMI Recorded at Fantasy Studios, Berkeley, CA Mixed at Can Am Studios, Tarzana, CA Mastered at Bernie Grundman Mastering, Hollywood, CA Produced and Arranged for Two Tuff-E-Nuff-Productions From the EastWest album "Funky Divas" #7567921212
Track 7 Published by Realsongs/Baby Big Music/Boodamax Music (ASCAP) Recorded at: Flava Station, Queens, NY, Hit Factory Recording Studios, New York, NY and Encore Studios, Burbank, CA Mixed at Encore Studios, Burbank, CA. Remixed at Barking Doctor Recording, Mt. Kisco, NY From the EastWest album "Why Do Fools Fall In Love?" #7559622652
Track 8 Published by Sony/ATV Songs LLC, ECAF Music (BMI)/No Intro Publishing/E2 Music/Keiande Songs (ASCAP) Recorded and mixed at Brandon's Way Recording, Los Angeles, CA Produced for ECAF Productions, Inc. From the EastWest album "EV3" #7559620572
Track 11 Published by Two Tuff-E-Nuff Songs, BMI Recorded at Fantasy Studios, Berkeley, CA Mixed at Can Am Recorders, Tarzana, CA Mastered at Bernie Grundman Mastering, Hollywood, CA. Produced for Two Tuff-E-Nuff Productions, Inc. From the EastWest album "Runaway Love" #7567922962
Track 12 Published by Realsongs, (ASCAP) Copyright 1997 Recorded at Chartmaker Studios, Westlake Studios Mixed at Record Plant From the EastWest album "EV3" #7559620572
Track 13 Published by Two Tuff-E-Nuff Songs/EMI Blackwood Music, Inc./(BMI) (admin) Recorded at FM Studios, Oakland, CA Mixed at FM Studios, Oakland, CA From the EastWest album "EV3" #7559620572
Salt-N-Pepa appear courtesy of Next Plateau/London Records. [Invalid Artist] appears courtesy of Epic Records
P C 1998 Elektra Entertainment Group, a division of Warner Communications, Inc. for the United States and WEA International, Inc. for the world outside of the United States Manufactured and distributed by Warner Music Australia