The album was recorded in 2005, largely during J Dilla's extended stay at Cedars-Sinai Medical Center. Twenty-nine of the album's thirty-one tracks were recorded in J Dilla's hospital room, using a 45-rpm record player and a Boss SP-303 sampler.

Disc has a lot of light marks but plays fine-G+/VG.

• 1 Donuts (Outro)
• 2 Workinonit
• 3 Waves
• 4 Light My Fire
• 5 The New
• 6 Stop
• 7 People
• 8 The Diff'rence
• 9 Mash
• 10 Time: The Donut Of The Heart
• 11 Glazed
• 12 Airworks
• 13 Lightworks
• 14 Stepson Of The Clapper
• 15 The Twister (Huh, What)
• 16 One Eleven
• 17 Two Can Win
• 18 Don't Cry
• 19 Anti-American Graffiti
• 20 Geek Down
• 21 Thunder
• 22 Gobstopper
• 23 One For Ghost
• 24 Dilla Says Go
• 25 Walkinonit
• 26 The Factory
• 27 U-Love
• 28 Hi.
• 29 Bye.
• 30 Last Donut Of The Night
• 31 Donuts (Intro)