Down in scenic Auckland, New Zealand, tucked in a small basement studio, musician Leonard Charles & his friends paid tribute to Dilla’s landmark release by re-recording the entire 31-track album on live instruments. Charles gives the tracks a modern funk reinterpretation on live bass, drums, clavinet, Rhodes & synths - sans any sampling of the original source or sourced material. Featuring vocals by Anji Toy, Adi Dick, Ruby Walsh and Georgia Anne Muldrow on the emotional tribute “Airworks (Forever)”
| A1 | Donuts (Outro) |
| A2 | Workinonit |
| A3 | Waves |
| A4 | Light My Fire |
| A5 | The New |
| A6 | Stop |
| A7 | People |
| A8 | The Diff'rence |
| A9 | Mash |
| A10 | Time: The Donut Of The Heart |
| A11 | Glazed |
| A12 | Airworks (Forever) - Ft. Georgia Anne Muldrow |
| A13 | Lightworks |
| A14 | Stepson Of The Clapper |
| A15 | The Twister (Huh, What?) |
| B1 | One Eleven |
| B2 | Two Can Win |
| B3 | Don't Cry |
| B4 | Anti-American Graffiti |
| B5 | Geek Down |
| B6 | Thunder |
| B7 | Gobstopper |
| B8 | One for Ghost |
| B9 | Dilla Says Go |
| B10 | Walkinonit |
| B11 | The Factory |
| B12 | U-Love |
| B13 | Hi |
| B14 | Bye |
| B15 | Last Donut Of The Night |
| B16 | Welcome To The Show |
