1. 3D - (Intro)
2. Quickie
3. Girl Talk
4. Turntable
5. In Your Arms Tonight
6. Over Me
7. Hands Up
8. Damaged
9. Dirty Dirty
10. So So Dumb
11. Good Love
12. Hey Hey Hey Hey
13. Give It To Me While It'S Hot

Tionne "T-Boz" Watkins, Chilli, Lisa Left Eye Lopes (Vocals). Additional Personnel: Rodney Jerkins (Vocals, Samples); Tron Austin
(Vocals); Babyface (Acoustic & Electric Guitars, Keyboards, Programming); Raphael Saadiq (Guitar, Bass); Tomi Martin, Danny
O'Donough, Tony Reyes (Guitar); Colin Wolfe, Shorty B (Bass); Sigurdur Birkis, Tom Knight (Drums); Riprock, Alex G., Organized
Noize (Programming); Dj Ruckus (Scratches); Debra Killings, Missy Elliot, Chase Rollison, Lester Finnel, Bill Diggins, Mark Pitts,
Marde Johnson, Shawn Beasley (Background Vocals); Eddie Hustle. Producers: Lisa "Left Eye Lopes", Chilli, Tionne "T-Boz" Watkins,
Bill Diggins. "Hands Up" Was Nominated For The 2004 Grammy Award For Best R&B Performance By A Duo Or Group With Vocals.
"Girl Talk" Was Nominated For The 2003 Grammy Awards For Best R&B Performance By A Duo Or Group With Vocal.