Laced with 18 tracks (making it 36 in total for M3), Side B features the production stylings of Salva, Authentic, LarryOnTheBeat, League of Starz, and Terrace Martin (who handled much of the production on TPAB), and many more. Most of the tracks were co-produced by Problem himself.
On Side A, Problem kept things close to the chest feature-wise, allowing only StoneyThaDealer and Bad Lucc to rap on his tracks. He opens things in considerably on Side B, bringing in Iamsu!, Freddie Gibbs, Cash Out, Omarion, and more to join the action. StoneyThaDealer and Bad Lucc are still very much prominently featured.