Tracklist Hide Credits

A1	Stymie's Theme
A2	Sons Of 3rd Bass
A3	Russell Rush
A4	The Gas Face Co-producer – 3rd Bass, M.C. Serch*, Pete Nice*Engineer – Curt Fresca*Producer – Prince PaulRap [Uncredited] – Zev Love XWritten-By – D. Dumile*, Prince Paul
A5	Monte Hall
A6	Oval Office Co-producer – 3rd Bass, M.C. Serch*, Pete Nice*Engineer – Nick SansanoProducer – Eric "Vietnam" Sadler*, Hank Shocklee, Keith Shocklee
A7	Hoods
A8	Soul In The Hole
A9	Triple Stage Darkness
A10	M.C. Disagree
B1	Wordz Of Wizdom Engineer – Chuck Valli
B2	Product Of The Environment Engineer – Mark Mendelbaum*Producer – 3rd Bass, M.C. Serch*
B3	Desert Boots
B4	The Cactus Producer – Mr. Puffy McScruffy
B5	Jim Backus
B6	Flippin' Off The Wall Like Lucy Ball Producer – 3rd Bass, M.C. Serch*
B7	Brooklyn-Queens Written-By – Prince Paul
B8	Steppin' To The A.M. Co-producer – 3rd Bass, M.C. Serch*, Pete Nice*Engineer – Nick SansanoProducer – Eric "Vietnam" Sadler*, Hank Shocklee, Keith ShockleeWritten-By – E. Sadler*, H. Shocklee*, K. Shocklee*
B9	Episode #3
B10	Who's On Third

Credits

• Art Direction, Design – Howard Zucker, Drawing Board Graphics*
• Edited By – Adam Gazzola (tracks: 11, 12, 20, 21), Steve Ett (tracks: 2, 5, 8, 9, 16)
• Engineer – Bruce Buchalter (tracks: 8, 11, 12), Greg Gordon (tracks: 2, 5, 9, 14), Kevin Reynolds (tracks: 5, 8, 9, 12, 14, 16, 20, 21)
• Producer – Prime Minister Pete Nice (tracks: 1 to 3, 5, 7 to 17, 19 to 21), Sam Sever (tracks: 2, 5, 8, 9, 11, 12, 14, 16, 20, 21)
• Written-By – M. Berrin* (tracks: 2, 4 to 6, 8, 9, 11, 12, 14, 16 to 18, 20, 21), P. Nash* (tracks: 2, 4 to 6, 8, 9, 11, 12, 14, 16 to 18, 20, 21), S. Citrin* (tracks: 2, 5, 6, 8, 9, 11, 12, 14, 20, 21)

Notes

Comes with insert.

Assorted samples:
Track 1 is an uncredited sample of "Good Old Days" by Leroy Shield
Track 2 has an uncredited sample of "Spinning Wheel" by Blood, Sweat & Tears
Track 4 has an uncredited sample of "Think" by Aretha Franklin
Track 6 has an uncredited sample of "Pump Up The Volume" by M|A|R|R|S
Track 8 has an uncredited sample of "Rise" by Herb Alpert
Track 9 has an uncredited sample of a sample from "Rubber Ring" by The Smiths
Track 11 has uncredited samples of "Love Is Alive" and "Dream Weaver" by Gary Wright
Track 16 has an uncredited sample of "Way Down In The Hole" by Tom Waits.
Track 17 has an uncredited sample of "Best Of My Love" by The Emotions
Track 18 has uncredited samples of "Time" by Pink Floyd, "The Bird" by The Time and "Time To Get Ill" by Beastie Boys
Track 20 has a sample of Abbott & Costello
Track 21 has an uncredited sample of "Never Let Me Down Again" by Depeche Mode

Other versions

Category	Artist	Title (Format)	Label	Category	Country	Year
CK 45415	3rd Bass	The Cactus Cee/D (The Cactus Album) ‎(CD, Album)	Def Jam Recordings, Columbia	CK 45415	US	1989
314 527 361-2	3rd Bass	The Cactus Cee/D (The Cactus Album) ‎(CD, Album, RE)	Def Jam Recordings	314 527 361-2	US	1995
466003 1	3rd Bass	The Cactus Al/Bum (The Cactus Album) ‎(LP, Album)	CBS, OBR	466003 1	Europe	1989
FCT-45415, FCT 45415	3rd Bass	The Cactus Cas/Ette (The Cactus Album) ‎(Cass, Album)	Def Jam Recordings, Columbia	FCT-45415, FCT 45415	Canada	1989
466003 2	3rd Bass	The Cactus Cee/D (The Cactus Album) ‎(CD, Album)	Def Jam Recordings, CBS	466003 2	UK & Europe	1989