- I Got It Bad, Y'AllPerformed by King T
- 66 MelloPerformed by New Version of Soul
- It Takes Two to Make a PartyPerformed by Maxi Priest featuring Little Shawn
- Tear It Up (On Our Worst Behavior)Written by Chris Stokes, Christopher Stewart (as Christopher A. Stewart), Kuk Harrell (as Thaddis L. Harrell Jr.), Jermaine Dupri, and Marquis "Hami" DairPerformed by ImmatureProduced by Marquis "Hami" Dair and Chris StokesImmature performs courtesy of Virgin Records America, Inc.
- 8 A.M. BluesWritten, Performed, and Produced by Scott Shelly
- Standing on the Rock of LoveWritten by John Barnes, Cindy Mizelle and Billy GriffinPerformed by Aretha FranklinProduced by John BarnesAretha Franklin performs courtesy of Arista Records, Inc.
- Down Home BluesBy George JacksonPerformed by Z.Z. HillCourtesy of Malaco Records
- Your Love Keeps Working On MeBy John Barnes, Robert White, and Joel DiggsPerformed by Joel DiggsProduced by John Barnes
- DeeperBy John Barnes and Billy GriffinPerformed by Ronald IsleyProduced by John Barnes and Ronald Isley (as Ron Isley)Ron Isley Performs Courtesy of Warner Bros. Records Inc.
- Mama Said Knock You OutBy Marley Marl and LL Cool J
- I Ain't Havin' ItBy Eric Sadler, Allen Hayes, and Reginald HudlinPerformed by Faizon LoveProduced by Eric Sadler
- Oh No!By Al Jarreau, Tom Kellock, Tom Canning, Speech and HeadlinerPerformed by Arrested DevelopmentProduced by SpeechArrested Development performs courtesy of Chrysalis Records/EMI RGContains sample material from the master recording"Love Is Real"Performed by Al JarreauProduced by Jay GraydonCourtesy of Warner Bros. Records Inc.By arrangement with Warner Special Products
- Cuckoo BirdWritten and Produced by Jake Slichter
- All My LoveBy Marcus Miller and Chaka KhanPerformed by Phil Perry and Renee DiggsProduced by Marcus MillerPhil Perry and Renee Diggs Perform Courtesy of Capitol Records, Inc.
- Freedom SongBy Allen Hayes, Chris Champion, Bill Stephney, Reginald Hudlin, and M.C. SerchProduced by Eric SadlerTone Loc performs courtesy of Delicious Vinyl, Inc.
- Fools and All Their MoneyWritten and Produced by Jake SlichterPerformed by Dan Wilson and John Munson
- Straight Jackin'By Eric Sadler, Chris Champion, Bill Stephney, M.C. Serch, and Reginald HudlinProduced by Eric SadlerTone Loc performs courtesy of Delicious Vinyl, Inc.
- I Got The 411By MC T-Love, BJ and Humphrey RileyPerformed by Urban PropProduced by Humphrey Riley and Ronald WilliamsUrban Prop performs courtesy of Capitol Records, Inc.
- Moonlight Becomes YouWritten by Johnny Burke and Jimmy Van Heusen (as James Van Heusen)Performed by Johnny MathisCourtesy of Columbia RecordsBy Arrangement with Sony Music Licensing
- I Want To Thank You For Your LoveBy John Barnes, Wanda Vaughn, Robert White, and Billy GriffinPerformed by The EmotionsProduced by John Barnes
- Can't Say GoodbyeBy John Barnes, Billy Griffin, and Robert WhitePerformed by The O'JaysProduced by John BarnesThe O'Jays perform courtesy of EMI/EMI RG
- 8 A.M. Blues(uncredited)Written by Scott ShellyPerformed by Scott Shelly
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