| 1 | | Futuresex/Lovesound Backing Vocals – Justin Timberlake Drums – Nate Hills, Timbaland Guitar – Paul Blake (7) Keyboards – Nate Hills Mixed By – Jimmy Douglass, Timbaland Producer – Justin Timberlake, Nate Hills, Timbaland Written-By – N. Hills*, T. Mosley* | 4:01 |
| 2 | | Sexy Back Bass – Darryl Pearson Featuring – Timbaland Guitar – Bill Pettaway Keyboards, Drums – Danja, Timbaland Mixed By – Jimmy Douglass, Timbaland Producer – Justin Timberlake, Nate Hills, Timbaland Recorded By – Jimmy Douglass Written-By – N. Hills*, T. Mosley* | 4:02 |
| 3 | | Sexy Ladies - Let Me Talk To You (Prelude) Backing Vocals – Justin Timberlake, Timbaland Bass – Darryl Pearson Keyboards, Drums – Danja, Timbaland Mixed By – Jimmy Douglass, Timbaland Producer – Justin Timberlake, Nate Hills, Timbaland Recorded By – Jimmy Douglass Written-By – N. Hills*, T. Mosley* | 5:32 |
| 4 | | My Love Backing Vocals – Justin Timberlake, Timbaland Featuring – T.I. Keyboards, Drums – Danja, Timbaland Mixed By – Jimmy Douglass, Timbaland Producer – Justin Timberlake, Nate Hills, Timbaland Recorded By – Ethan Willoughby, Jimmy Douglass Written-By – C.J. Harris*, N. Hills*, T. Mosley* | 4:36 |
| 5 | | Lovestoned - I Think She Knows (Interlude) Arranged By [Strings], Conductor [Strings] – Larry Gold Cello – Jenny D'Lorenzo* Guitar – Justin Timberlake Human Beatbox – Timbaland Human Beatbox [Additional] – Justin Timberlake Keyboards, Drums – Danja, Timbaland Mixed By – Jimmy Douglass, Timbaland Producer – Justin Timberlake, Nate Hills, Timbaland Recorded By – Jimmy Douglass Recorded By [Strings] – Jeff Chestek Viola – Davis Barnett Violin – Charles Parker Jr.*, Emma Kummrow, Gloria Justin*, Igor Szwec Written-By – N. Hills*, T. Mosley* | 7:24 |
| 6 | | What Goes Around... - ...Comes Around (Interlude) Arranged By [Strings], Conductor [Strings] – Larry Gold Cello – Jenny D'Lorenzo* Keyboards, Drums – Danja, Timbaland Mixed By – Jimmy Douglass, Timbaland Producer – Justin Timberlake, Nate Hills, Timbaland Recorded By – Jimmy Douglass Recorded By [Strings] – Jeff Chestek Viola – Davis Barnett Violin – Charles Parker Jr.*, Emma Kummrow, Gloria Justin*, Igor Szwec Written-By – N. Hills*, T. Mosley* | 7:28 |
| 7 | | Chop Me Up Featuring – Three 6 Mafia, Timbaland Keyboards, Drums – Danja, Timbaland Mixed By – Jimmy Douglass, Timbaland Producer – Justin Timberlake, Nate Hills, Timbaland Recorded By – Jimmy Douglass Written-By – J. Houston*, N. Hills*, P. Beauregard*, T. Mosley* | 5:04 |
| 8 | | Damn Girl Bass – Caleb Speir Engineer [Additional Pro Tools Engineer] – John Hanes Engineer [Assistant Recording Engineer] – Rob Montes, Scott Elgin Featuring – Will I Am Keyboards, Drums [Drum Programming] – Will I Am Mixed By – Serban Ghenea Producer – Jawbreakers Recorded By – Padraic Kerin Written-By – J.C. Davis, W. Adams* | 5:12 |
| 9 | | Summer Love - Set The Mood (Prelude) Backing Vocals – Justin Timberlake Drums – Danja, Timbaland Keyboards – Danja, Justin Timberlake, Timbaland Mixed By – Jimmy Douglass, Timbaland Producer – Justin Timberlake, Nate Hills, Timbaland Recorded By – Jimmy Douglass Written-By – N. Hills*, T. Mosley* | 6:24 |
| 10 | | Until The End Of Time Arranged By [Strings], Conductor [Strings] – Benjamin Wright Backing Vocals – Justin Timberlake Double Bass – Ida Bodin, Kevin Brandon Engineer [Additional] – Ethan Willoughby Engineer [Pro Tools Engineer] – Lisa Hampton Flute – Jeff Clayton (3), Valarie King Keyboards, Drums – Danja, Timbaland Mixed By – Jimmy Douglass, Timbaland Producer – Justin Timberlake, Nate Hills, Timbaland Recorded By – Jimmy Douglass Recorded By [Strings] – Kaliq Glover* Trumpet – James Ford (3), Salvator Cracchiolo* Viola – Cameron Patrick, Ernie Ehrhardt, Giovana Moraga*, Jimbo Ross, Michele Nardonecelli*, Nancy Stein-Ross, Patrick Morgan, Peggy Baldwin Violin – Brian Benning, Charlie Bisharat, Kathleen Robertson, Mari Tsumari*, Marisa McLeod, Mark Cargill, Pam Gates, Phillipa "Pip" Clarke, Richard Adkins, Songa Lee-Kitto, Susan Chatman, Yvette Devereaux Written-By – N. Hills*, T. Mosley* | 5:22 |
| 11 | | Losing My Way Arranged By [Choir], Conductor [Choir] – Craig Wiggins, Justin Timberlake Arranged By [Strings], Conductor [Strings] – Larry Gold Cello – Jenny D'Lorenzo* Choir – Hezekiah Walker And The Love Fellowship Choir Keyboards, Drums – Danja, Timbaland Mixed By – Jimmy Douglass, Timbaland Producer – Justin Timberlake, Nate Hills, Timbaland Recorded By – Jimmy Douglass Recorded By [Strings] – Jeff Chestek Viola – Davis Barnett Violin – Charles Parker Jr.*, Emma Kumrow*, Gloria Justin*, Igor Szwec Written-By – N. Hills*, T. Mosley* | 5:22 |
| 12 | | (Another Song) All Over Again Arranged By [Strings] – David Campbell Bass – Melvin Dunlap Cello – Suzie Katayama, Timoty Landauer* Drums – James Gadson Guitar – Benorce Blackmon, Smokey Hormel Mixed By – Andrew Scheps Organ – Clarence McDonald Percussion – Lenny Castro Piano – Justin Timberlake Producer – Rick Rubin Recorded By [Additional] – Dana Nielson* Viola – Andrew Duckles, Darin McCann*, Matt Funes Violin – Jennifer Levin, John Wittenberg, Josefina Vergara, Mario De Leon*, Michele Richards, Natalie Leggett, Tereza Stanislav Written-By – M. Morris* | 5:45 |
