# Pandemonium! (album)

Pandemonium! is the third and final studio album from the boy band B2K. The album was released through Epic on December 10, 2002. It reached number one on the Top R&B/Hip-Hop Albums chart and number 10 on the Billboard 200 chart, and spawned their number one single "Bump, Bump, Bump". The singles "Girlfriend" and "What a Girl Wants" were included on the special edition of the album, which was released on March 25, 2003.

## Composition

Pandemonium is primarily an R&B and hip hop album with influences of pop.

## Critical reception

Professional ratings :
| Review scores ||
| Source | Rating |
| AllMusic | |
| Entertainment Weekly | C+ |
| Rolling Stone | |
AllMusic editor William Ruhlmann noted how the album's production goes over the usual topics of male hip-hop songs, ranging from "lust ("Bump, Bump, Bump"); undying love ("One Kiss"); apology ("Sleepin'"); and, sung with the greatest feeling, accusations that the woman addressed is only interested in money ("Would You Be Here")." Ruhlmann added that there was some label meddling with the addition of "Why I Love You" from the group's self-titled debut and "Dog", a track from one of their artist's upcoming project. Beth Johnson of Entertainment Weekly said of the record, "Just nine months after their R&B-lite debut made the bubblegum set scream, the teenage quartet already have a second disc. This time, between sweet-harmonied ballads, they cue up randy singles ("Bump, Bump, Bump" with P. Diddy), bouncy odes to cruising chicks ("Back It Up"), and "gangsta" boasting. Shouldn't someone be setting a curfew?" Rolling Stone's Christian Hoard described the album as "livelier-than-average R&B". He highlighted the track "Tease" for its merger of funk-influenced hip hop with smooth seductive delivery.

## Commercial performance

Pandemonium! debuted at number ten on the Billboard 200 and at number three on Top R&B/Hip-Hop Albums selling 194,000 the first week. The album's lead single was "Bump, Bump, Bump", which reached number one on the Billboard Hot 100, becoming the group's first top ten and number one single. The second single was "Girlfriend", which peaked at number 30. A third single from the album was released, "Bump That", but the song did not manage to make both the Hot 100 or Hot R&B/Hip-Hop Songs charts. The fourth and final single was "What a Girl Wants". It contains a sample of the 1999 version of "What a Girl Wants" from Christina Aguilera. The song peaked at number 47 on the Hot R&B/Hip-Hop Songs.

## Track listing

| # | Title | Time | Credentials |
| 1. | "Intro" | 0:31 | |
| 2. | "Bump, Bump, Bump" (featuring P. Diddy) | 4:42 | Lead Vocals: Omarion Background Vocals: Raz-B and J-Boog (Hook/Chorus) Songwriters: Varick Smith and R. Kelly Production & Engineering: R. Kelly, Mike Patterson, Abel Garibaldi, Rob Paustian, Robert Williams, Rory Nameri, Andy Gallas, Ian Mereness, Orlando Calzado, Max Gousse, Sean "P.Diddy" Combs and Troy Taylor |
| 3. | "Girlfriend" | 3:24 | Lead Vocals: J-Boog and Omarion Background Vocals: Raz-B Rap Vocals: Lil Fizz Songwriters: Robert Kelly, Arlene Delvalle, Gilbert Askey, J.C. Olivier, Mary J. Blige and Sean Combs Production & Engineering: Robert Kelly, Ian Mereness, Jason Mlodzinski, Abel Garibaldi, Andy Gallas and Troy Taylor |
| 4. | "You Can Get It" (featuring Makeba "Girl Wonder" Riddick) | 3:44 | Lead Vocals: Omarion Background Vocals: Makeba Riddick Rap Vocals: Lil Fizz Songwriters: Makeba Riddick, Troy Taylor and Dreux Frederic Production & Engineering: Bruce Buechner and Brad Gilderman |
| 5. | "One Kiss" | 3:32 | Producers: Adonis Shropshire Lead Vocals: Omarion and Raz B Songwriters: Adonis Shropshire and Johnte Austin Production & Engineering: Adonis Shropshire, Bruce Buechner and Troy Taylor |
| 6. | "Bump That" | 3:15 | Lead Vocals: Omarion and Lil Fizz Background Vocals: J-Boog and Raz-B |
| 7. | "My Girl" | 4:38 | Producers: Trixster Songwriters: De'Mario Thornton, Omari Grandberry, Jarell Houston and Druex Frederic |
| 8. | "What a Girl Wants" | 4:38 | Producers: R.Kelly Songwriters: R.Kelly Lead Vocals: Omarion Background Vocals: R.Kelly, Raz-B And J-Boog |
| 9. | "Sleepin'" | 4:29 | Producers: Wirlie Morris and Trixster Lead Vocals: Omarion and J-Boog Background Vocals: Raz-B, Patrick “J.Que” Smith Songwriters: Patrick “J-Que” Smith, Thabiso “Tab” Nkhereanye, Wirlie “Wy-Le” Morris, De'Mario Thornton, Jarell Houston, Dreux Frederic and Omari Grandberry |
| 10. | "Would You Be Here" | 3:57 | Producers: Steve Russell Songwriters: Steve Russell Vocals: Omarion and Steve Russell |
| 11. | "Everything" | 3:57 | Producers: Laney Stewart Songwriters: Terius “The Dream” Nash, Dreux Frederic and Phillip “Laney” Stewart Lead Vocals: Omarion and Raz-B Background Vocals: The Dream Rap Vocals: Lil Fizz |
| 12. | "Tease" (featuring Jhené & Romeo of IMx) | 3:13 | Lead Vocals: Raz-B, Romeo(of IMX)Omarion and Jhené Aiko Rap Vocals: Romeo(of IMX) Background Vocals: J-Boog And Lil Fizz Songwriters: Chris “Tricky” Stewart, Patrick “J-Que” Smith, Thabiso “Tab” Nkhereanye, Jerome Jones and De'Mario Thornton Producers: Trixster |
| 13. | "Back It Up" | 3:01 | Lead Vocals: Omarion Rap Vocals: Lil Fizz Producers: Platinum Status Songwriters: Omari Grandberry, Marques Houston and Tony Oliver |
| 14. | "Where Did We Go Wrong" | 4:08 | Lead Vocals: Omarion Background Vocals: Raz-B, Lil Fizz and J-Boog Songwriters: Kelton Kessee, De'Mario Thornton, Druex Frederic, Jarell Houston and Omari Grandberry Producers: Platinum Status |
| 15. | "Pretty Young Thing" | 3:15 | Vocals: B2K Producers: Platinum Status and Chris Stokes Songwriters: Kelton Kessee, De'Mario Thornton, Druex Frederic, Jarell Houston, Omari Grandberry, Marques Houston and Tony Oliver |
| 16. | "I Beat You To It (Turn The Party Out)" | 3:52 | Lead Vocals: Lil Fizz Background Vocals: J-Boog, Raz-B and Omarion |
| 17. | "The Other Guy" | 3:16 | Lead Vocals: Omarion Background Vocals: Raz-B and J-Boog Producer: Platinum Status, Chris Stokes, Lew Laing and Darell Crooks Songwriters: Kelton Kessee and Marques Houston |
| 18. | "Why I Love You" | 3:59 | Lead Vocals: Omarion Background Vocals: Steve Russell and Raz-B Producers: Steve Russell |
| 19. | "Boys 4 Life" | 4:39 | Lead Vocals: Lil Fizz Background Vocals: Omarion, J-Boog, Romeo (of IMX) and Raz-B Producers: Platinum Status Songwriters: Jerome Jones, Druex Frederic and De'Mario Thornton |
| 20. | "Girlfriend (Ron G Remix)" | 3:19 | Lead Vocals: Omarion and R.Kelly Rap Vocals: Lil Fizz Background Vocals: J-Boog and Raz-B Songwriters: R.Kelly Producers: R.Kelly |
| 21. | "Dog" (Jhené featuring Lil' Fizz)/"What You Get" (hidden track) | 7:38 | Lead Vocals: Omarion Background Vocals: Raz-B and J-Boog Producers: Teddy Bishop Songwriters: Mischke Butler, Greg Charley and Teddy Bishop |
Notes
* signifies additional producer

## Personnel

Credits adapted from the liner notes of Pandemonium!
* Mastering: Gene Grimaldi (Oasis Mastering, Studio City, CA)
* Art Direction and Design: Rance Brown, Natasha Jen
* Photography: Keith Major

## Certifications

Certifications and sales for Pandemonium! :
| Region | Certification | Certified units/sales |
| United Kingdom (BPI) | Silver | 60,000$^^$ |
| United States (RIAA) | Platinum | 1,000,000$^^$ |
| $^^$ Shipments figures based on certification alone. |||