released January 1, 2004

1. The Militia [Hotpa]
beat by Pete1
lyrics & vocals by Mind Thief & Jesn

2. Can't Stop Us [Faculty]
beat by DJ JB
lyrics & vocals by Sylence, R.O.C, Doctor Proper, L.G.V.

3. On The West Coast [Blitz]
beat by irthwirm
lyrics & vocals by Blitz

4. Jus' Listen [Charizma & Drayno]
beat by Charizma
lyrics & vocals by Charizma & Drayno

5. True 2 The Game [Doctor Proper / Nice / Tarik / Phaeded / B. Lee / Sylence]
beat by Doctor Proper
lyrics & vocals by Doctor Proper, Nice, Tarik, Phaeded, B. Lee, Sylence

6. Run Away [R.O.C]
beat by Doctor Proper
lyrics & vocals by R.O.C

7. I.B.N.M.C. [Arcane & Doctor Proper]
beat by Arcane
lyrics & vocals by Arcane & Doctor Proper

8. Golden State Warriors (Remix) [KarizmaKaze]
beat by Big J
lyrics & vocals by KarizmaKaze

9. Nostalgia [Drayno]
beat by Charizma
lyrics & vocals by Drayno

10. Smoke Break (A Beatbox Junction) [Sizzle]
beatboxes by Sizzle

11. Stand [Phaze]
beat by 50Dollarbeats.com
lyrics & vocals by Phaze
acoustic guitar by Jason Hawker

12. The Takeover [R.O.C / Dope Dylan / Sylence / Doctor Proper]
beat by Doctor Proper
lyrics & vocals by R.O.C, Dope Dylan, Sylence, Doctor Proper

13. Our Own Thing [B. Lee / i2k / Tarik]
beat by Doctor Proper & Salt
lyrics & vocals by B. Lee, i2k, Tarik

14. So Many (Remix) [Doctor Proper & Sylence]
beat by DJ JB
lyrics & vocals by Doctor Proper & Sylence

15. Set It Free [Vyrous]
beat by Tony B
lyrics & vocals by Vyrous

16. Nuttin' But Love [Ctez]
beat by Ctez
lyrics by Ctez
vocals by Ctez & Chandra

17. Get Live [Doctor Proper]
beat by Durag
lyrics & vocals by Doctor Proper

18. It's That Skunk [R.O.C & Sylence]
beat by Shuga Shark
lyrics & vocals by R.O.C & Sylence

19. Ultimate Weapon [Catalyst Crew]
beat by Dan
lyrics & vocals by Blitz, i2k, Antares

20. 2Much [R.O.C & L.G.V.]
beat by Doctor Proper & Durag
lyrics & vocals by R.O.C, L.G.V., Doctor Proper

*Executive Producer: Doctor Proper
*Art & Design: Luke Ragno