1) Honey
Lyrics: M. Carey
Music: M. Carey, S. Combs, K. Fareed, S. Jordan, S. Hague, B. Robinson, R. Larkins, L. Price, M. McLaren
Produced by Sean "Puffy" Combs for Bad Boy Entertainment, Inc., The Ummah, Stevie J., Mariah Carey
Lead Vocals: Mariah Carey
Background Vocals: Mariah Carey, Melonie Daniels
Additional Vocals: Mase & The Lox
Keyboards: Stevie J
Keyboard Programming: Stevie J
Drum Programming: Stevie J., Q-Tip
Engineered by Dana Jon Chappelle, Rich Travali, Glen Marchese
Assistant Engineers: Ian Dalsemer, Ken Ross
Recorded at The Hit Factory, NYC
Mixed by Tony Maserati at The Hit Factory, NYC
Mastered by Herb Powers, Jr. at Powers House of Sound, NYC
"Honey" contains a sample of "The Body Rock" by Treacherous 3
Published by Bobby Robinson Music, Inc. (BMI). Used by permission of
Enjoy Records
"Honey" also contains a replay of the composition entitled "Hey DJ" written
By S. Hague, published by Charisma Music/Hit & Run Music (Publishing)
Ltd., Administered by Warner Chappell Music (ASCAP); Saisfaction
Fulfilled/Chrysalis Music (U.K.); EMI Songs, Ltd
2) Butterfly
Lyrics: M. Carey
Music: M. Carey, W. Afanasieff
Produced and Arranged by Mariah Carey, Walter Afanasieff
Lead Vocals: Mariah Carey
Background Vocals: Mariah Carey, Melonie Daniels
Mary Ann Tatum
Keyboards, Synthesizers and Programming: Walter Afanasieff
Additional Keyboards, Drum, & Rhythm Programming
Sound Design & Computer Programming: Dan Shea
Engineered by Dana Jon Chappelle, Mike Scott, David Gleeson
Assistant Engineers: Ian Dalsemer, Oliver "Wiz" Bone
Recorded at Compass Point Studios, Bahamas; Crave Studios
NY; WallyWorld, CA; The Hit Factory, NYC
Mixed by Mick Guzauski at Crave Studios, NY/The Hit
Factory, NYC
Mastered by Bob Ludwig at Gateway Mastering, Portland, ME
3) My All
Lyrics: M. Carey
Music: M. Carey, W. Afanasieff
Produced and Arranged by Mariah Carey, Walter Afanasieff
Lead Vocals: Mariah Carey
Keyboards, Synthesizers and Programing: Walter Afanasieff
Additional Keyboards, Drum & Rhythm Programming
Sound Design & Computer Programming: Dan Shea
Engineered by Dana Jon Chappelle, Mike Scott
Assistant Engineer: Ian Dalsemer
Recorded at Crave Studios, NY; WallyWorld, CA;
The Hit Factory, NYC
Mixed by Mick Guzauski at Crave Studios, NY
Mastered by Bob Ludwig at Gateway Mastering, Portland, ME
4) The Roof
Lyrics: M. Carey
Music: M. Carey, J.C. Olivier, S. Barnes, C. Rooney, A. Johnson
K. Muchita
Produced by Poke and Tone for Track Masters
Entertainment, Mariah Carey
Lead Vocals: Mariah Carey
Background Vocals: Mariah Carey, Kelly Price
Keyboards: Cory Rooney
Keyboard Programming: Cory Rooney
Drum Programming: Poke and Tone for Track Masters
Entertainment
Engineered by Dana Jon Chappelle, Mike Scott, Bill Esses
Franklin Grant
Assistant Engineers: Ian Dalsemer, Ken Ross
Oliver "Wiz" Bone
Recorded at Crave Studios, NY; The Hit Factory, NYC;
Compass Point Studios, Bahamas
Mixed by Tony Maserati at The Hit Factory, NYC
Mastered by Herb Powers, Jr. at Powers House of
Sound, NYC
"The Roof" contains a replay of "Shook Ones", written by A. Johnson, K
Muchita, published by Albert Johnson. Administered by Careers-BMG
Music Publishing, Inc. (BMI)/BMG Songs, Inc./Juvenile Hell Publishing
Administered by BMG Songs, Inc. (ASCAP). All Rights Reserved. Used By
Permission
5) Fourth of July
Lyrics: M. Carey
Music: M. Carey, W. Afanasieff
Produced and Arranged by Mariah Carey, Walter Afanasieff
Lead Vocals: Mariah Carey
Keyboards, Synthesizers and Programming:
Walter Afanasieff
Additional Keyboards, Drum & Rhythm Programming
Sound & Computer Programming: Dan Shea
Engineered by Dana Jon Chappelle, Mike Scott
Assistant Engineer: Ian Dalsemer
Recorded at Crave Studios, NY; WallyWorld, CA; The Hit Factory, NYC
Mixed by Mick Guzauski at Crave Studios, NY
Mastered by Bob Ludwig at Gateway Mastering
Portland, ME
6) Breakdown
Lyrics: M. Carey, A. Henderson, C. Scruggs
Music: M. Carey, Stevie J
Produced by Mariah Carey, Stevie J., Sean "Puffy" Combs
For Bad Boy Entertainment, Inc
Lead Vocals: Mariah Carey, Krayzie Bone, Wish Bone
Background Vocals: Mariah Carey, Krayzie Bone, Wish Bone
Keyboards: Stevie J
Keyboard and Drum Programming: Stevie J
Engineered by Dana Jon Chappelle
Assistant Engineers: Ian Dalsemer
Recorded at The Hit Factory, NYC; Daddy's House, NY
Mixed by Tony Maserati at The Hit Factory, NYC
Mastered by Herb Powers, Jr. at Powers House Of
Sound, NYC
7) Babydoll
Lyrics: M. Carey, M. Elliot
Music: M. Carey, C. Rooney, Stevie J
Produced by Mariah Carey, Cory Rooney
Lead Vocals: Mariah Carey
Background Vocals: Mariah Carey, Trey Lorenz
Keyboard Programming: Cory Rooney
Drum Programming: Cory Rooney
Engineered by Dana Jon Chappelle, Mike Scott, DOug Wilson
Assistant Engineers: Ian Dalsemer, Ken Ross, Steve Jones
Recorded at Crave Studios, NY; The Hit Factory, NYC;
Doppler Studios, Atlanta, GA
Mixed by Mick Guzauski and Mike Scott at Crave Studios, NY
Mastered by Herb Powers, Jr. at Powers House Of
Sound, NYC
8) Close My Eyes
Lyrics: M. Carey
Music: M. Carey, W. Afanasieff
Produced and Arranged by Mariah Carey, Walter Afanasieff
Vocals: Mariah Carey
Keyboards, Synthesizers and Programming:
Walter Afanasieff
Additional Keyboards, Drum & Rhythm Programming
Sound Design & Computer Programming; Dan Shea
Engineered by Dana Jon Chappelle, Mike Scott
Assistant Engineer: Ian Dalsemer
Recorded at Crave Studios, NY; WallyWorld, CA;
The Hit Factory, NYC
Mixed by Mick Guzauski at Crave Studios, NY and
The Hit Factory, NYC
Mastered by Bob Ludwig at Gateway Mastering, Portland ME
9) Whenever You Call
Lyrics: M. Carey
Music: M. Carey, W. Afanasieff
Produced and Arranged by Mariah Carey, Walter Afanasieff
Lead Vocals: Mariah Carey
Background Vocals: Clarence, Mariah Carey
Keyboards, Synthesizers and Programming: Walter Afanasieff
Additional Keyboards, Drum & Rhythm Programming
Sound Design & Computer Programming: Dan Shea
Engineered by Dana Jon Chappelle
Assistant Engineer: Mike Scott
Recorded at Crave Studios, NY; WallyWorld, CA;
The Hit Factory, NYC
Mixed by Mick Guzauski at Crave Studios, NY
Mastered by Bob Ludwig at Gateway Mastering, Portland, ME
10) Fly Away (Butterfly Reprise)
Lyrics: M. Carey, E. John, B. Taupin
Co-Produced by Mariah Carey and David Morales for Def Mix
Productions
Lead Vocals: Mariah Carey
Background Vocals: Mariah Carey, Melonie Daniels
Mary Ann Tatum
Keyboards: Peter "Ski" Schwartz
Arrangement and Additional Production: David Morales and
Satoshi Tomiie for Def Mix Productions
Engineered by Dave "EQ3" Sussman, Dana Jon Chappelle
Assistant Engineer: Ann Mincieli
Mixed by David Morales at Quad Studios, NYC
Mastered by Herb Powers, Jr. at Powers House of Sound, NYC
11) The Beautiful Ones
Lyrics: Prince
Music: Prince
Produced by Mariah Carey, Cory Ronney
Arranged by Mariah Carey, Cory Rooney, Dru Hill
Vocals: Mariah Carey, Dru Hill
Engineered by Dana Jon Chappelle, Glen Marchese
Assistant Engineers: Ian Dalsemer, Greg Thompson
Recorded at The Hit Factory, NYC
Mixed by Tony Maserati at The Hit Factory, NYC
Mastered by Herb Powers, Jr. at Powers HOuse of Sound, NYC
12) Outside
Lyrics: M. Carey
Music: M. Carey, W. Afanasieff
Produced and Arranged by Mariah Carey, Walter Afanasieff
Co-Produced by Cory Rooney
Additional Arrangement: Ron Grant
Lead Vocals: Mariah Carey
Keyboards, Synthesizers and Programming:
Walter Afanasieff
Additional Keyboards, Drum & Rhythm Programming
Sound Design & Computer Programming: Dan Shea
Drums: Nathaniel Townsley
Bass Guitar: Artie Reynolds
Hammond B-3: Gary Montoute
Piano/Keyboards: Donald Parker
Guitar: Michael Cirro
Ewi: Michael Phillips
Engineered by Dana Jon Chappelle, Mike Scott
Assistant Engineer: Ian Dalsemer
Recorded at Crave Studios, NY; WallyWorld, CA; The Hit
Factory, NYC
Mixed by Mick Guzauski and Mike Scott at Crave Studios, NY
Mastered by Bob Ludwig at Gateway Mastering, Portland, ME