Lady Levi - Vocals
Warren G. - Vocals, Producer
Greg Geitzenauer - Keyboards, Engineer, Mixing
Tony Green - Bass
Bernie Grundman - Mastering
John Philip Shenale - Editing
Daniel Shulman - Bass
Carl "Butch" Small - Percussion
Paul Stewart - Executive Producer
Andreas Straub - Guitar
Sean "Barney" Thomas - Keyboards
Morris O'Connor - Guitar
The Dove Shack - Vocals, Vocals (bckgr)
Ricky Harris - Vocals
Nate Dogg - Vocals

1. Regulate
2. Do You See
3. Gangsta Sermon
4. Recognize
5. Super Soul Sis
6. '94 Ho Draft
7. So Many Ways
8. This D.J
9. This Is The Shack
10. What's Next
11. And Ya Don't Stop
12. Runnin' Wit No Breaks