TRACKS
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1 -Honey - 5.01
- Engineer - Glen Marchese
- Keyboards - Stevie J
- Programmed By [Drums] - Q-Tip
- Engineer - Rich Travali
- Programmed By [Drums] - Stevie J
- Rap [Ad-libs] - The Lox
- Rap [Ad-libs] - Mase
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2 -Butterfly - 4.35
- Backing Vocals - Mary Ann Tatum
- Engineer - David Gleeson
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3 -My All - 3.52
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4 -The Roof - 5.14
- Engineer - Bill Esses
- Backing Vocals - Kelly Price
- Keyboards - Cory Rooney
- Producer - Poke And Tone
- Engineer - Franklyn Grant
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5 -Fourth Of July - 4.22
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6 -Breakdown - 4.44
- Featuring - Wish Bone
- Featuring - Krayzie Bone
- Keyboards - Stevie J
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7 -Babydoll - 5.07
- Engineer - Doug Wilson
- Backing Vocals - Trey Lorenz
- Producer - Cory Rooney
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8 -Close My Eyes - 4.21
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9 -Whenever You Call - 4.21
- Backing Vocals - Clarence
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10 -Fly Away (Butterfly Reprise) - 3.49
- Backing Vocals - Mary Ann Tatum
- Co-producer, Arranged By - David Morales
- Co-producer, Arranged By - Satoshi Tomiie
- Engineer - David Sussman
- Mixed By - David Morales
- Keyboards - Peter Schwartz
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11 -The Beautiful Ones - 6.59
- Engineer - Glen Marchese
- Vocals [Additional] - Dru Hill
- Producer - Cory Rooney
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12 -Outside - 4.47
- Bass - Artie Reynolds
- Drums - Nathaniel Townsley III
- Guitar - Michael Cirro
- Keyboards, Piano - Donald Parker
- Co-producer - Cory Rooney
- Mixed By - Mike Scott
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13 -Honey (So So Def Radio Mix) - 3.59
- Backing Vocals - Trey Lorenz
- Co-producer - Manuel Seal
- Engineer - Phil Tan
- Featuring - Jermaine Dupri
- Featuring - Da Brat
- Producer - Jermaine Dupri
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14 -Honey (Def Club Mix) - 6.17
- Programmed By - Joey Moskowitz
- Remix, Mixed By - David Morales