| 1. Intro | not rated | 1:17 |
| 2. Serious (Ft. Oh No) | not rated | 2:17 |
| 3. Whut U In It 4 (Ft. Baby Sagg) | not rated | 3:49 |
| 4. Can't Hold On | not rated | 3:02 |
| 5. Push (Ft. J Dilla) | not rated | 2:29 |
| 6. Special (Ft. Noelle Of The Rebirth) | not rated | 3:33 |
| 7. The Offering Interlude | not rated | 1:01 |
| 8. Hold Your Breath | not rated | 3:38 |
| 9. Now U Know (Ft. Dudley Perkins) | not rated | 2:42 |
| 10. Pressure (Ft. Diamond & Poke) | not rated | 4:36 |
| 11. Never Saw It Coming | not rated | 3:24 |
| 12. So Real | not rated | 4:10 |
| 13. Never Give U Up | not rated | 2:41 |
| 14. Mary J Interlude | not rated | 0:49 |
| 15. Get Back | not rated | 2:46 |
| 16. Listen 2 This | not rated | 1:54 |
| 17. Yeah | not rated | 3:31 |
| 18. Nightlife (Ft. Noelle Of The Rebirth) | not rated | 3:12 |
| 51:00 |
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