Aquemini [Credits]OutKast

1. Hold On, Be Strong
Produced by Donny Mathis and Outkast for Earthtone
Recorded by Neal H. Pogue for NHP Sound, Inc. at Tree Sound Studios, Atlanta, GA
Mixed by Neal H. Pogue for NHP Sound, Inc. at Doppler Studios, Atlanta, GA
Vocals: 4.0 (better known as The Four Phonics)
Bass: Preston Crump
Kalimba: Andre Benjamin
Guitar: Donny Mathis

2. Return of the "G"
(Giorgio Moroder, Organized Noize, Antwan Patton, Andre Benjamin)
© 1998 EMI Gold Horizon Music Corp. (BMI)/Organized Noize/Hitco Music (BMI)/Gnat Booty/Chrysalis Music, Inc. (ASCAP)
Produced by Organized Noize for Organized Noize Productions, Inc
Recorded by Bernasky Wall and Jean B. Smit at The Dungeon Studio, S.W.A.T.S., GA and Oceanway Recording Studio, Los Angeles, CA
Mixed by Josh Butler at Patchwerk Studio, Atlanta, GA
Assisted by Katy Teasdale
Vocals: Big Boi and Dre
Background Vocals: Khujo and Lil' Will
Music Programming: Organized Noize
Moog Bass: Marvin "Chanz" Parkman
Orchestral Arrangement/Concert Master: Charles Veal
Strings & Woodwinds: South Central Chamber Orchestra
Contains elements from "Midnight Express," written by Giorgio Moroder, published by EMI Gold Horizon Music Corp. (BMI)

3. Rosa Parks
(Antwan Patton, Andre Benjamin)
© 1998 Gnat Booty/Chrysalis Music, Inc. (ASCAP)
Produced by Outkast for Earthtone
Recorded by John Frye, Neal H. Pogue and Ryan Williams at Doppler Studios and Southern Tracks Recording, Atlanta, GA
Assisted by Ralph Cacciurri and Kenny Stallworth
Mixed by Neal H. Pogue for NHP Sound, Inc. at D.A.R.P. Studios, Atlanta, GA
Assisted by John Horesco IV
Vocals: Big Boi and Dre
Additional vocals: Debra Killings and Playa Paul
Acoustic guitar: Donny Mathis
Electric guitar: Preston Crump
Outro guitar: Martin Terry
Harmonica: Pastor Robert Hodo
Cuts: Mr. DJ

4. Skew It on the Bar-B
(Morton Stevens, Organized Noize, Antwan Patton, Andre Benjamin, Corey Woods)
© 1998 EMI April Music Inc. (ASCAP), Organized Noize/Nitco Music (BMI), Gnat Booty/Chrysalis Music, Inc. (ASCAP), WuTang/Career Music/BMG (BMI)
Produced by Organized Noize for Organized Noize Productions, Inc
Recorded by Bernasky Wall and Kevin Parker at the Dungeon Studios, S.W.A.T.S., GA
Mixed by Neal H. Pogue for NHP Sound, Inc. at D.A.R.P. Studios, Atlanta, GA
Assisted by Rico Lumpkin
Vocals: Dre, Big Boi and Raekwon
Music programming: Organized Noize
Bass: Preston Crump
Guitar: Donny Mathis
Contains excerpts from "Police Woman" written by Morton Stevens, published by EMI April Music Inc. (ASCAP). Sample from "Police Woman" performed by Henry Mancini, under license from the RCA Records Label, a unit of BMG Entertainment

5. Aquemini
(Antwan Patton, Andre Benjamin)
© 1998 Gnat Booty/Chrysalis Music, Inc. (ASCAP)
Produced by Outkast for Earthtone
Recorded by John Frye, Blake Eiseman and Ralph Cacciurri at Doppler Studios and Tree Sound Studios, Atlanta, GA
Assisted by Kenny Stallworth
Mixed by Neal H. Pogue for NHP Sound at D.A.R.P. Studios, Atlanta, GA
Assisted by Rico Lumpkin
Vocals: Big Boi and Dre
Additional vocals: Sonja Mickey and Ahjabne Green
Guitars: Preston Crump and Craig Love
Bass: Preston Crump
Horn arrangement: Earthtone
Horns: Darian Emory and Jerry Freeman Jr
Drums: Victor Alexander
Percussion: Omar Phillips
Cuts: Mr. DJ

6. Synthesizer
(Antwan Patton, Andre Benjamin, George Clinton)© 1998 Gnat Booty/Chrysalis Music, Inc. (ASCAP), Trick Free Music (BMI)
Produced by Outkast for Earthtone
Recorded by John Frye, Blake Eiseman and Ryan Williams at Doppler Studios, Southern Tracks Recording and Tree Sound Studios, Atlanta, GA
Assisted by Jason Rome, Ralph Cacciurri and Jason Stokes
Mixed by Neal H. Pogue for NHP Sound at D.A.R.P. Studios, Atlanta, GA
Assisted by Vernon J. Mungo
Vocals: Big Boi and Dre
Background vocals: George Clinton & 4.0 b/k/a The Four Phonics
Synthesizer, bass & piano: Earthone, Marvin "Chanz" Parkman and Kenneth Wright
Congas: Rajinder "Conga Man" Kala
Lead guitar: Donny Mathis

7. Slump
(Antwan Patton, Jamhr Williams, Frederick Bell)
© 1998 Gnat Booty/Chrysalis Music, Inc. (ASCAP), Slic Flo Music (ASCAP), Cool People Music (BMI)
Produced by Outkast for Earthtone
Recorded by John Frye, Neal H. Pogue and Ralph Cacciurri at Doppler Studios and Tree Sound Studios, Atlanta, GA
Assisted by Alberto Perez, Jason Rome and Jason Stokes
Mixed by Neal H. Pogue for NHP Sound Inc. at D.A.R.P. Studios, Atlanta, GA
Assisted by Claudine Pontier
Vocals: Big Boi, Jamhr "Backbone" Williams and Frederick "Cool Breeze" Bell
Background vocals: Theresa Hightower

8. West Savannah
(Organized Noize, Antwan Patton)
© 1998 Organized Noize/Hitco Music (BMI), Gnat Booty/Chrysalis Music, Inc. (ASCAP)
Produced by Outkast for Earthtone
Recorded by Neal H. Pogue for NHP Sound Inc. and John Frye at Purple Dragon and Bosstown Recording Studios, Atlanta, GA
Mixed by Jonnie "Most" Davis at Sound On Sound, New York, NY
Vocals: Big Boi
Bass: LaMarquis Jefferson
Guitar: Craig Love

9. Da Art of Storytellin' (Part 1)
(David Sheats, Antwan Patton, Andre Benjamin)
© 1998 Dungeon Ratz Music, Gnat Booty/Chrysalis Music, Inc. (ASCAP)
Produced by David "Mr. DJ" Sheats
Recorded by John Frye, Neal H. Pogue and Ralph Cacciurri at Doppler Studios, Atlanta, GA
Assisted by Kenny Stallworth
Mixed by Neal H. Pogue for NHP Sound Inc. and David "Mr. DJ" Sheats at D.A.R.P. Studios, Atlanta, GA
Assisted by Vernon J. Munga
Vocals: Big Boi and Dre
Background vocals: Pat "Sleeply" Brown
Arranged by David "Mr. DJ" Sheats
Conga: Rajinder "Conga Man" Kala
Keyboards: Marvin "Chanz" Parkman
Bass: Preston Crump

10. Da Art of Storytellin' (Part 2)
(David Sheats, Antwan Patton, Andre Benjamin)
© 1998 Dungeon Ratz Music, Gnat Booty/Chrysalis Music, Inc. (ASCAP)
Produced by David "Mr. DJ" Sheats
Recorded by John Frye and Ralph Cacciurri at Doppler Studios and Tree Sound Studios, Atlanta, GA
Mixed by Mixed by Neal H. Pogue for NHP Sound Inc. and David "Mr. DJ" Sheats at D.A.R.P. Studios, Atlanta, GA
Assisted by Claudine Pontier
Vocals: Big Boi and Dre
Arranged by David "Mr. DJ" Sheats
Bass: Preston Crump
Lead guitar: Donny Mathis
Keyboards & bass: Marvin "Chanz" Parkman

11. Mamacita
(Organized Noize, Antwan Patton, Andre Benjamin, Masada Hogans, Erin Johnson)
© 1998 Organized Noize/Hitco Music (BMI), Gnat Booty/Chrysalis Music, Inc. (ASCAP), Assasta Music, Inc. (ASCAP), Dez Only One Music (ASCAP)
Produced by Organized Noize for Organized Noize Productions, Inc
Recorded by Bernasky Wall at The Dungeon Studio, S.W.A.T.S., GA
Mixed by Neal H. Pogue for NHP Sound, Inc. at Tree Sound Studios, Atlanta, GA
Assisted by Shawn Grove
Vocals: Big Boi, Dre, Masada, Witchdoctor and Buulllllll!
Music programming: Organized Noize
Bass: Skinny Miracles
Synthesizer: Mr. DJ

12. SpottieOttieDopalicious
(Antwan Patton, Andre Benjamin, Patrick Brown)
© 1998 Gnat Booty/Chrysalis Music, Inc. (ASCAP), Organized Noize/Hitco Music (BMI)
Produced by Outkast for Earthtone
Recorded by John Frye and Ralph Cacciurri at Doppler and Southern Tracks Studios, Atlanta, GA
Mixed by Neal H. Pogue for NHP Sound Inc. at Tree Sound Studios, Atlanta, GA
Assisted by Jason Stokes
Vocals: Big Boi, Dre and Pat "Sleepy" Brown
Background vocals: Pat "Sleepy" Brown
Female vocals: Delvida Flaherty and Andrea Nivet
Bass: Preston Crump
Guitar: Martin Terry
Drums: Victor Alexander
Percussion: Omar Phillips
Horns: Darian Emory and Jerry Freeman Jr

13. Y'All Scared
(David Sheats, Antwan Patton, Andre Benjamin, Robert Barnett, Willie Knighton Jr., Cameron Gipp)
© 1998 Dungeon Ratz Music (ASCAP), Gnat Booty/Chrysalis Music, Inc. (ASCAP), Brown Branches & Green Bottles Music (BMI)/Stronghouse (BMI), Point East Music (BMI)
Produced by David "Mr. DJ" Sheats
Recorded by John Frye and Ralph Cacciurri at Doppler Studios and Tree Sound Studios, Atlanta, GA
Assisted by Jason Rome and Kenny Stallworth
Mixed by Neal H. Pogue for NHP Sound Inc. and Mr. DJ at D.A.R.P. for Studios, Atlanta, GA
Assisted by Claudine Pontier
Vocals: Big Boi, Dre, T-Mo, Gipp and Khujo
Background vocals: "Slim" Jim Smith and Jermaine Smith
Bass: Preston Crump
Lead guitar: Tomi Martin
Keyboards: Marvin "Chanz" Parkman

14. Nathaniel

15. Liberation
(Antwan Patton, Andre Benjamin, Ruben Bailey, Erica Wright, Joi Gilliam, Myrna Crenshaw, Thomas Burton)
© 1998 Gnat Booty/Chrysalis Music, Inc. (ASCAP), Death to the Fakers (BMI), Divine Pimp/Tribes of Kedar (ASCAP), Skelter Sane Music, Butter Jinx (BMI), Whild Peach Music, Inc. (BMI), God Given Music (BMI)
Produced by Outkast for Earthtone
Recorded by John Frye, Neal H. Pogue, Blake Eiseman and Ryan Williams at Doppler Studios and Southern Track Recordings, Atlanta, GA
Assisted by Jason Stokes
Mixed by Neal H. Pogue for NHP Sound Inc. at Tree Sound Studios, Atlanta, GA
Assisted by Jason Stokes
Vocals: Big Boi, Dre, Erykah Badu, Ruben Bailey, Cee-Lo, Joi Gilliam and Whild Peach
Bass: Preston Crump
Percussion: Omar Phillips
Piano: Marvin "Chanz" Parkman
Drums: Victor Alexander

16. Chonkyfire
(Antwan Patton, Andre Benjamin)
© 1998 Gnat Booty/Chrysalis Music, Inc. (ASCAP)
Produced by Outkast for Earthtone
Recorded by John Frye, Neal H. Pogue, Blake Eiseman and Ryan Williams at Doppler Studios and Southern Track Recordings, Atlanta, GA
Assisted by Kenny Stallworth and Ralph Cacciurri
Mixed by Neal H. Pogue for NHP Sound Inc. at Tree Sound Studios, Atlanta, GA
Assisted by Shawn Grove
Vocals: Big Boi and Dre
Piano & synthesizer: Marvin "Chanz" Parkman
Guitar: Tomi Martin
Mastered by Brian "Big Bass" Gardner at Bernie Grundman Mastering, Hollywood, CA

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Executive Producers: ONP for Organized Noize Productions, Inc., Antonio M. Reid, Kenneth B. Edmonds and Outkast

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Thank You's:

Big Boi a.k.a. Daddy Fat Sax a.k.a. Francis the Savannah Whitlin Pimp the Almighty: My mother Rowena Patton, my pops Tony Kearse, brothers: James, Marcus and Jason, sisters: Denise and Lolly, aunites, uncles, cousins, grandmamas and grandaddies. My daughter Jordan Alexus Patton, (my gull) Sherlita, the Dungeon Family, my homeboys: Mr. D.J., C-Bone, Nathaniel, Slim Jim, Lil' B, Angelo "Lo" Redding, Sheisty (in Texas), Nsilo, Bonzo, Rock "D", my folk: Ruthella, Tommy, Willie F, Nikki E, Playa Paul, J-Paul, Tracey Valentine, Chrystale, Raekwon (for blessin' the track), "Boogie Down" Blue, Erykah B, my godsons: Steven and Nikari, Najah, Ms. Wade, Keisha, Kenita, Princess, Sharon Benjamin (for keeping Outkast Inc. in the pocket) and the spirits of Ms. Renee Patton and my grandparents Earl and Flossie Hamilton for watching over me. A special shout out to Shanti "Shoestring" Das, Kawan "KP" Prather, Regina "I'll set it up" Davenport, Erica Hatchett, Michelle Montogomery, D.I. Warfield (P-nut) and Tony Mercedes a.k.a. MY FOLKS!!!! Peace

Andre Benjamin Thank You's: The creator of all things, Mom, Dad, Ericka Wright (you're the greatest), my son Seven Sirius Benjamin, my family (you know who you are), the Dungeon family, Ready Rock, C-Bone (they scared of that "A"-town), Playa Paul, Nathaniel and all the instrumentalists who experimented with us on this time capsule. Stay strong, and quit being so damn scared people. Lay low

Outkast Thank You's: Ok, ok, here we go...
- The Visionaries: L.A. Reid & Babyface of course
- The Big Boys Up North: Clive Davis, Lionel Ridenour and the whole Arista/BMG Family
- The Dungeon Family: Rico, Pat, Ray, Dee Dee, Mr. DJ, Goodie Mob, Lil Will, Lil B, Witchdoctor, Heroin, Backbone, Cool Breeze, Mone, Big Rube and the whole Organized Noize staff
- LaFace ("First ones in, last ones out"): Shanti, KP, Regina, Lisa, Lorraine, Erica Hatchett, Candy, Michelle, Sharliss, DL, Dorsey, Mark, Cliff, Gail, Tony Mercedes, Taiye and the whole LaFace staff past and present
- Flavor Unit: Big Blue a.k.a. Mister Manager, Sha-kim, Barkue and the Flavor Unit staff
- Legal Dream Team: Monica Ewing and Rose Delius
- Team Outkast: Ms. Benjamin, the glue to our family, Angelo, D. Square, DJ Swiff, Playa Paul, C-Bone, Rebecca and Big Ant
- Bookings R' Us: Cara, Adrienne Cupid (congratulations) and the staff at William Morris
- Check Please: Valerie Patton, Leeds Levy and Chrysalis Music
- Pack-N-Go: Lisa Anthony and the folks at Entertainment Tour Design
- The Hook Up: Nakida @ Nike, Lugz, Adidas and anybody else that wants to hook us up
- Our Guests: Erykah Badu, Seven Sirius Benjamin, George Clinton, Gipp, Khujo, T-Mo, Cee-Lo, Heroin, Big Rube, Backbone, Cool Breeze, Masatta, Witchdoctor, Raekwon, Buuullll!!!!, 4.0, Theresa Hightower, Pastor Robert Hodo, Sleepy Brown, Nathaniel, Jessie Hurt, Lil B, Uzi, Jason, Marcus, Walt, The Autry Twins & "Mel" Southside and all the musicians that worked on this project
- DA Engineers: NealHPogue (they scared), John Frye, Ralph Cacciurri, Kenny Stallworth and Blake Eiseman
-And a special thank you to every DJ, radio station, promoter, magazine and TV show that helped make Outkast what we are today
- Costume Makers: Afar Fashions, Ashaka Givens, J. C. and Euneika Rogers

- But the biggest thank you has to go to our fans. See y'all soon!!!! If you don't see your name, blame it on the mind and not our hearts

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Michael "Blue" Williams for Flavor Unit Management
155 Morgan Street
Jersey City, NJ 07087

Outkast Fan Club
P.O. Box 161652
Atlanta, GA 30321

For information regarding Outkast merchandise, contact us at our website at www.outkast.com

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Art Direction/Design: D.L. Warfield
Assisted by Nigel Sawyer
Photography: Tom Smugala
Cover Illustration: Greg Hawkins
Creative Coordinator: Courtney Taylor

Erykah Badu appears courtesy of Kedar Entertainment/Universal Records
Cool Breeze, Lil Will and Witchdoctor appear courtesy of Organized Noize/Interscope Records
Pat Brown appears courtesy of BANG II Records, Inc
George Clinton appears courtesy of What Productions
Joi Gilliam appears courtesy of Limp Records
Debra Killings appears courtesy of Rowdy Records
Raekwon appears courtesy of Loud Records
4.0 appears courtesy of Savvy/Perspective Records

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℗ & © 1998 LaFace Records. Manufactured and distributed by Arista Records, Inc., a unit of BMG Entertainment, 6 West 57th Street, New York, NY 10019. Printed in U.S.A. All rights reserved