01. Intro in A-Minor / 02
02. Big Momma Thang (featuring Jay-Z)
03. No Time (featuring Puff Daddy)
04. Spend a Little Doe
05. Take It!
06. Crush on You (performed by Lil' Cease)
07. Drugs
08. Scheamin
09. Queen Bitch
10. Dreams
11. M.A.F.I.A. Land
12. We Don't Need It (featuring Junior M.A.F.I.A.)
13. Not Tonight (featuring Jermaine Dupri)
14. Player Haters
15. Fuck You (featuring Trife and Larceny)
Lil' Kim – vocals, rapping
Sean Combs (Puff Daddy) – additional vocals
Christopher Wallace – additional vocals
Jermaine Dupri – additional vocals
Lil' Cease – additional vocals and interlude of "Take It!"
Junior M.A.F.I.A. – additional vocals and hook of "We Don't Need It"
Jay-Z – additional vocals
The Notorious B.I.G. – additional vocals on "No Time", "Take It!", "Crush on You", "Drugs," "Queen Bitch," and "Fuck You"
Adilah – additional vocals and a hook on "Dreams"
Big Troy (with Lil' Kim) – intro of "Spend a Little Doe"
Fela – hook on "Spend a Little Doe"
LaMarquis Mark Jefferson – bass
"Big Momma Thang" contains a sample of "Was It Something I Said" by Sylvester.
"Spend a Little Doe" contains a sample of "50 Ways to Leave Your Lover" by Frank Chacksfield and His Orchestra.
"Crush on You" contains a sample of "Rain Dance" by Jeff Lorber.
"Drugs" contains a sample of "Bumpy's Lament" by Soul Mann & the Brothers.
"No Time" contains a sample of "Take Me Just as I Am" by Lyn Collins.
"Dreams" contains a sample of "Think (About It)" by Lyn Collins.
"We Don't Need It" contains a sample of "The One I Need" by Shirley Murdock.
"Not Tonight" contains a sample of "Turn Your Love Around" by George Benson.
"Not Tonight" (Remix) contains a sample of "Ladies' Night" by Kool & the Gang.
Stretch Armstrong – producer
Corn Bread – producer
Andraeo "Fanatic" Heard – producer
Carlos Broady – producer
Stevie J. – producer
Fabian Hamilton – producer
Ski – producer
Jacob York – producer
Nashiem Myrick – producer
The Notorious B.I.G. – producer
Prestige – producer
Rashad Smith – producer
Brent "Faraoh" Toussaint – producer
Sean Combs (Puff Daddy) – executive producer
Christopher Wallace – executive producer
Jermaine Dupri – producer, engineer
Kenny Ortiz – engineer
Phil Tan – engineer
Tony Black – engineer, mixing
James Cruz – mastering
Herb Powers Jr. – mastering
Michael Lavine – photography