The Roots
Undun [Credits]
1. "Dun"
(R. Angry, A. Thompson)
(SESAC/ASCAP)
Produced by Ray Angry and Ahmir "?uestlove" Thompson
Recorded and mixed by: Steve Mandel at A House Called Quest, Philadelphia, PA

2. "Sleep"
(N. Koenig-Dzialowski, A. Thompson, T. Trotter, A. Livingston)
(ASCAP)
Produced by Hot Sugar and Ahmir "?uestlove" Thompson
Recorded by Jason Goldstein at Downtown Music Studios, NYC and Nick Koenig
Mixed by Jason Goldstein at Downtown Music Studios, NYC
Assistant mix engineer: Chris Sclafani
Vocals: Aaron Earl Livingston

3. "Make My" feat. Big K.R.I.T. & Dice Raw
(K. Mateen, T. Trotter, A. Thompson, R. Angry, J. Scott, K. Jenkins)
(ASCAP/SESAC/BMI)
Produced by Khari Mateen, Ahmir "?uestlove" Thompson and Ray Angry
Recorded by Khari Mateen at daCrib, Philadelphia, PA and Jason Goldstein at Downtown Music Studios, NYC
Mixed by Jason Goldstein at Downtown Music Studios, NYC
Assistant mix engineer: Chris Sclafani
Mastered by Dave Kutch at The Mastering Palace, NYC

4. "One Time" feat. Phonte & Dice Raw
(B. Reynolds, K. Jenkins, T. Trotter, A. Thomspon, P. Coleman)
(BMI/ASCAP)
Produced by Brent "Ritz" Reynolds and Ahmir "?uestlove" Thompson
Recorded by "Ritz" Reynolds at FNL Studios, Philadelphia, Jason Goldstein at Downtown Music Studios, NYC and Jon Smeltz at The Boom Room, Philadelphia, PA
Mixed by Jason Goldstein at Downtown Music Studios, NYC
Assistant Mix Engineer: Chris Sclafani
Background Vocals: Mercedes Martinez and Tracey Moore (d/b/a Jazzyfatnastees)
5. "Kool On" feat. Greg Porn & Truck North
(G. Spearman, J. Miller, T. Trotter, D. Rogers)
(Copyright Control/BMI/ASCAP)
Produced by Ahmir "?uestlove" Thompson
Recorded by Steve Mandel at A House Called Quest, Philadelphia, PA, Jason Goldstein at Downtown Music Studios, NYC and by Jon Smeltz at The Boom Room, Philadelphia, PA
Mixed by Jason Goldstein at Downtown Music Studios
Assistant mix engineer: Chris Sclafani
Contains samples of "Where There's a Will (There's a Way)" as performed by DJ Rogers. Used courtesy of Capitol Records, under license from EMI Muisc Marketing. Written by D. Rogers and published by Universal Music Corp. on behalf of Almo Music Corp. on behalf of Tarka Music (ASCAP). Used by permission

6. "The OtherSide" feat. Bilal Oliver & Greg Porn
(A. Thompson, B. Wright, K. Jenkins, T. Trotter, G. Spearman, J. Poyser, A. Morris, S. McMillion, R. Jeanty)
(ASCAP/Copyright Control/BMI)
Produced by Ahmir "?uestlove" Thompson
Recorded by Steve Mandel at A House Called Quest, Philadelphia, PA and by Jason Goldstein & Robert "LB" Dorsey at Downtown Music Studios, NYC
Assistant recording engineers: Mark Bengston and John Morgan
Mixed by Jason Goldstein at Downtown Music Studios, NYC
Assistant mix engineer: Chris Sclafani

7. "Stomp" feat. Greg Porn
(T. Trotter, G. Spearman, D. Matthews, L. Coppin)
(ASCAP/Copyright Control/BMI)
Produced by Sean C & LV for Grind Music
Recorded by Sean C & LV at Grind Music Studios and by Jason Goldstein & Robert "LB" Dorsey at Downtown Music Studios, NYC
Assistant recording engineers: Mark Bengston and John Morgan
Mixed by Jason Goldstein at Downtown Music Studios, NYC
Assistant mix engineer: Chris Sclafani
8. "Lighthouse" feat. Dice Raw
(R. Friedrich, A. Thompson, K. Jenkins, T. Trotter)
(ASCAP/BMI)
Produced by Rick Friedrich and Ahmir "?uestlove" Thompson
Recorded by Rick Friedrich at The Boom Room, Philadelphia, PA
Mixed by Jason Goldstein at Downtown Music Studios, NYC
Assistant mix engineer: Chris Sclafani
Background vocals: Mercedes Martinez and Tracey Moore (d/b/a Jazzyfatnastees)

9. "I Remember"
(K. Mateen, T. Trotter, A. Thompson)
(ASCAP/SESAC)
Produced by Khari Mateen and Ahmir "?uestlove" Thompson
Recorded by Kahri Mateen at daCrib, Philadelphia, PA and Jason Goldstein at Downtown Music Studios, NYC
Mixed by Jason Goldstein at Downtown Music Studios, NYC
Assistant mix engineer: Chris Sclafani
Cello: Larry Gold
Arranger: Larry Gold
Background vocals: Mercedes Martinez and Tracey Moore (d/b/a Jazzyfatnastees)

10. "Tip the Scale" feat. Dice Raw
(A. Thompson, R. Angry, B. Wright, K. Jenkins, T. Trotter, A. Morris)
(ASCAP/SESAC/BMI)
Produced by Ahmir "?uestlove" Thompson, Ray Angry, Richard Nichols and Khari Mateen
Recorded by Kahri Mateen at daCrib, Philadelphia, PA, Robert "LB" Dorsey at Downtown Music Studios, NYC and by Steve Mandel at A House Called Quest, Philadelphia, PA
Assistant recording engineers: Mark Bengston and John Morgan
Mixed by Jason Goldstein at Downtown Music Studios, NYC
Assistant mix engineer: Chris Sclafani
(THE REDFORD SUITE)

11. "Redford (For Yia-Yia & Pappou)"
Written and performed by Sufjan Stevens
(ASCAP)
Produced, recorded and mixed by Sufjan Stevens
℗ 2003 Asthmatic Kitty Records

12. "Possibility (2nd Movement)"
(R. Angry, A. Thompson, R. Nichols)
(SESAC/ASCAP/BMI)
Produced by Ray Angry, Richard Nichols and Ahmir "?uestlove" Thompson
Recorded and mixed by Jason Goldstein at Downtown Music Studios, NYC
Assistant mix engineer: Chris Sclafani
Strings arranged by Daniel Felsenfield
Violins: Kristin Lee & Sean Lee
Viola: Phil Kramp
Cello: Hiro Matsuo

13. "Will to Power (3rd Movement)"
(D.D. Jackson, Ahmir Thompson)
(BMI/ASCAP)
Produced by DD Jackson, Ahmir "?uestlove" Thompson and Richard Nichols
Recorded and mixed by Jon Smeltz at MSR Studios, NYC

14. "Finality (4th Movement)"
(R. Angry, A. Thompson, R. Nichols)
(SESAC/ASCAP/BMI)
Produced by Ray Angry, Richard Nichols and Ahmir "?uestlove" Thompson
Recorded and mixed by Jason Goldstein at Downtown Music Studios, NYC
Assistant mix engineer: Chris Sclafani
Strings arranged by Daniel Felsenfield
Violins: Kristin Lee & Sean Lee
Viola: Phil Kramp
Cello: Hiro Matsuo

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The Roots are:
Ahmir "?uestlove" Thompson (drums)
Tarik "Black Thought" Trotter (vocals)
Kirk "Captain Kirk" Douglas (guitar)
Kamal Gray & James Poyser (keyboards)
Frank "Frankie Knuckles" Walker (percussion)
Damon "Tuba Gooding, Jr." Bryson (sousaphone)
Mark Kelly (bass)

Executive Producer: Richard Nichols
A&R: Lenny S., Richard Nichols & Karl Jenkins
A&R Coordination: Leesa D. Brunson
A&R Administration: Mark Tavern
Marketing: Roberto Caiaffa
Mastered by Dave Kutch at The Mastering Palace, New York, NY
Management: Shawn Gee & Richard Nichols
Business Management: Shawn Gee, SEFG LLC
Creative Management: Richard Nichols, Coolhunter LLC
Art Direction: Kenny Gravillis & Richard Nichols
Design: Anna Tes for Gravillis, Inc
Cover photo by Jamel Shabazz
Back cover photo by Clifton Bell
Art & Photography Coordination: Todd Russell, Tai Linzie & Kristen Yiengst
Package Production: Doug Joswick
Legal Counsel: Brad A. Rubens
Business Affairs: Jerry Juste, Antoinette Trotman, Ian Allen & Vol Davis III
Sample Clearances: Deborah Mannis-Gardner for DMG Clearances, Inc

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℗© 2011 The Island Def Jam Music Group