1. Public Service Announcement 2000 Performed by Jeff Ba** for F.B.T. Productions and Eminem 2. k** You (M. Mathers, A. Young, M. Bradford) Published by Eight Mile Style (BMI)/Ensign Music Corporation/WB Music Corp./Ain't Nuthin' Going On But f**in' Music (ASCAP)/WB Music Corp/Hard Working Black Folks (ASCAP) Produced by Dr. Dre & Mel-Man Mixed by Dr. Dre Recording & Mix Engineer: Richard "Segal" Huredia Assistant Engineer: Jim McCrone Ba** by Mike Elizondo Guitar by Sean Cruse Keyboards by T. Coster, Jr Contains an interpolation of "Pulsion" (J. Loussier). Performed by Jacques Loussier. Used by Permission. All Rights Reserved 3. Stan featuring Dido (M. Mathers, D. Armstrong, P. Herman) Produced by The 45 King Co-Produced by Eminem Mixed by Eminem Recording and Mix Engineer: Richard "Segal" Huredia Ba**: Mike Elizondo Guitar: Sean Cruise Published by Eight Mile Style (BMI)/Ensign Music Corporation (BMI)/WB Music Corporation (ASCAP) on behalf of Warner Chappell Music, Ltd. (PRS)/Champion Music UK Dido appears courtesy of Arista & Cheeky Records 4. Paul (Skit) Performed by Paul "Bunyan" Rosenberg 5. Who Knew (M. Mathers, A. Young, M. Bradford, M. Elizondo) Produced by Dr. Dre and Mel-Man Mixed by Dr. Dre Recording and Mix Engineer: Richard "Segal" Huredia Ba**: Mike Elizondo Guitar: John Bigham Keyboards: Tommy Coster, Jr Assistant Engineer: Jim McCrone Published by Eight Mile Style (BMI)/Ensign Music Corporation (BMI)/WB Music Corp./Ain't Nothin' Goin' On But f**in' Music (ASCAP)/Elvismambo Music/Music of Windswept/Five Card Music (ASCAP) 6. Steve Berman Performed by Eminem and Steve Berman Engineer: Richard "Segal" Huredia Assistant Engineer: Michelle Forbes 7. The Way I Am (M. Mathers) Produced by Eminem Mixed by Eminem Recording and Mix Engineer: Richard "Segal" Huredia Ba** and Guitar: Mike Elizondo Keyboards: Mike Elizondo and Tommy Coster, Jr Assistant Engineer: Thomas Rounds Published by Eight Mile Style (BMI)/Ensign Music Corporation (BMI) 8. The Real Slim Shady (M. Mathers, A. Young, M. Elizondo, T. Coster) Produced by Dr. Dre and Mel-Man Mixed by Dr. Dre Recording and Mix Engineer: Richard "Segal" Huredia Ba** and Guitar: Mike Elizondo Keyboards: Tommy Coster, Jr Assistant Engineer: Michelle Forbes and Jim McCrone Published by Eight Mile Style (BMI)/Ensign Music Corporation (BMI)/WB Music Corp./Ain't Nothin' Goin' On But f**in' Music (ASCAP)/Elvismambo Music/Music of Windswept/Five Card Music (ASCAP)/Bug Music/Strawberry Blonde Music (BMI) 9. Remember Me? featuring RBX and Sticky Fingaz (M. Mathers, E. Collins, K. Jones, A. Young) Produced by Dr. Dre and Mel-Man Mixed by Dr. Dre Recording and Mix Engineer: Richard "Segal" Huredia Ba**: Mike Elizondo Keyboards: Camara Kambon Published by Eight Mile Style (BMI)/Ensign Music Corporation (BMI)/WB Music Corp./Ain't Nothin' Goin' On But f**in' Music (ASCAP) Sticky Fingaz appears courtesy of Universal Records 10. I'm Back (M. Mathers, A. Young, M. Elizondo, M. Bradford) Produced by Dr. Dre and Mel-Man Mixed by Dr. Dre Recording and Mix Engineer: Richard "Segal" Huredia Published by Eight Mile Style (BMI)/Ensign Music Corporation (BMI) Ba**: Mike Elizondo Guitar: John Bigham Keyboards: Tommy Coster, Jr Assistant Engineer: Jim McCrone Published by Eight Mile Style (BMI)/Ensign Music Corporation (BMI)/WB Music Corp./Ain't Nothin' Goin' On But f**in' Music (ASCAP)/Elvismambo Music/Music of Windswept/Five Card Music (ASCAP) 11. Marshall Mathers (M. Mathers, Ba** Brothers) Produced by F.B.T. and Eminem Mixed by Dr. Dre Drum Programming by D.J. Head Recording and Mix Engineer: Richard "Segal" Huredia Published by Eight Mile Style (BMI)/Ensign Music Corporation (BMI) 12. Ken Kaniff (Skit) Engineer: Richard "Segal" Huredia Assistant Engineer: Michelle Forbes Keyboards: Tommy Coster, Jr 13. Drug Ballad (M. Mathers, Ba** Brothers) Produced by F.B.T. and Eminem Mixed by Dr. Dre Drum Programming by D.J. Head Recording and Mix Engineer: Richard "Segal" Huredia Published by Eight Mile Style (BMI)/Ensign Music Corporation (BMI) Dina Rae appears courtesy of WEB Entertainment, Inc 14. Amityville featuring Bizarre from D-12 (M. Mathers, R. Johnson, Ba** Brothers) Produced by F.B.T. and Eminem Mixed by Dr. Dre Drum Programming by D.J. Head Ba**: Mike Elizondo Recording and Mix Engineer: Richard "Segal" Huredia Assistant Engineer: Jim McCrone Published by Eight Mile Style (BMI)/Ensign Music Corporation (BMI) Bizarre appears courtesy of Shady Records, Inc 15. b**h Please II featuring Dr. Dre, Snoop Dogg, Xzibit and Nate Dogg (M. Mathers, C. Broadus, A. Joyner, A. Young, M. Bradford, M. Elizondo) Produced and Mixed by Engineer: Richard "Segal" Huredia Ba** and Keyboards: Mike Elizondo Assistant Engineer: Jim McCrone Published by Eight Mile Style (BMI)/Ensign Music Corporation (BMI)/My Own Chit Music/EMI Blackwood Music Inc. (BMI)/Voco Music/Hennessy For Everyone (BMI)/WB Music Corp./Ain't Nothing' Goin' On But f**in' Music (ASCAP)/WB Music Corp/Hard Working Black Folks (ASCAP)/Elvismambo Music/Music of Windswept/Five Card Music (ASCAP) Snoop Dogg appears courtesy of No Limit/Priority Records Xzibit appears courtesy of Loud Records Nate Dogg appears courtesy of Dogg Foundation Records 16. Kim (M. Mathers, Ba** Brothers) Produced by F.B.T Mixed by Dr. Dre Recording and Mix Engineer: Richard "Segal" Huredia Published by Eight Mile Style (BMI)/Ensign Music Corporation (BMI) 17. Under the Influence featuring D-12 (M. Mathers, D. Holton, R. Johnson, O. Moore, V. Carlisle, D. Porter) Produced by F.B.T. and Eminem Mixed by Eminem Drum Programming by D.J. Head Recording Engineers: Mike Butler and Aaron Lepley Mix Engineer: Richard "Segal" Huredia Published by Eight Mile Style (BMI)/Ensign Music Corporation (BMI) 18. Criminal (M. Mathers, Ba** Brothers) Produced by F.B.T. and Eminem Mixed by Dr. Dre Drum Programming by D.J. Head Mix Engineer: Richard "Segal" Huredia Published by Eight Mile Style (BMI)/Ensign Music Corporation (BMI) 19. The Kids (Bonus Track) (M. Mathers, Ba** Brothers, S. King) Produced by F.B.T. and Eminem Mixed by Eminem Drum Programming by D.J. Head Published by Eight Mile Style (BMI)/Ensign Music Corporation (BMI) - Executive Producer: Dr. Dre Album Producers: Dr. Dre, Eminem, Mark Ba**, Jeff Ba**, The 45 King Interscope A&R Direction: Dean Geistlinger & D. J. Mormile Eminem Management: Paul D. Rosenberg, Esq. for Goliath Artists Inc Eminem Legal: Cutler & Sedlmayr, LLP F.B.T. Productions Management: Jeol Martin F.B.T. Productions Legal: Howard Hertz, Esq Interscope Product Management: Chris Clancy Interscope Production Coordination: Les Scurry Photography and Art Coordination: Joe Mama Nitzberg Art Direction & Design: Jason Noto Photography: Jonathan "Xtra Gangsta" Mannion Aftermath Project Coordinators: Kirdis Tucker and Larry Ghatman Aftermath Legal: Peter Paterno, Esq WEB A&R Direction: Wendy Ellen Ba** F.B.T. Assistants: Karen Pinegar & Sarah Catlett Engineers: Richard Segal Huredia, Steve King, Chris Conway, Mike Butler, Lance Pierre, Rob Ebeling, James McCrone, Aaron Lepley, Rich Behrens, Michelle Forbes and Akane Nakmura Recorded and Mixed at: The Mix Room, Encore Studios, Larabee Sound Studios, Chung King, The Record Plant and 54 Sound Mastered by Brian "Big Ba**" Gardner at Bernie Grundman Mastering Eminem Booking: Cara Lewis @ William Morris Agency (U.S.), Steve Strange @ Helter Skelter (Europe) Eminem Road Manager: Marc Labelle D-12 are: Eminem, Proof, Bizarre, Kon Artis, Kuniva and Swifty - F.B.T. Productions wishes to thank: Dr. Dre and Jimmy, Paul Rosenberg, Rand Hoffman, Peter Paterno, Dean Geistlinger, Patricia Blair, Ken Kaldenbach, Momma Ba**, Luis Resto, Steve King, Segal, Anthony Quig and the Chrome Bumper crew, Sara, Mountain Dew, Joel Martin, Howard Hertz, Wendy, Mike Wilder, Karen, Louis Kabbable, Frank Copeland, Nancy Palmer, Ira Jaffe, Brian Postelle and Courtney Wilder This album is dedicated to Hailie Jade and the memory of Ronald Dean Polkinghorn & Cornell Pitts a/k/a Bugz from D-12 Eminem would like to thank everyone that knows they deserve it. And f** you to everyone that deserves it, too - ℗© 2000 Aftermath Ent./Interscope Records. All rights reserved