Personnel: Kelly Price (vocals, arranger); Faith Evans (vocals); Keith Murray (rap vocals); Warryn Campbell (spoken vocals, various instruments); Gorgeous George (spoken vocals); Baby Dubb, Flinstone (various instruments); Bobby Ross Avila (guitar, keyboards); Raphael Saadiq (guitar, bass); Michael Thompson, Nunzio Signore, Eric Clapton (guitar); Byron Sowell, James Wright, Kelvin Wooten (keyboards); Curtis Smith, Ethan Former (bass); Jake & The Phatman (drums); Jason Gaines, Joe Hogue, Iz (programming); The Clark Sisters, Duane Starling (background vocals).

Producers include: Warryn "Baby Dubb" Campbell, Michael Flowers, Stevie J, Kelly Price, Jimmy Jam.

"He Proposed" was nominated for the 2004 Grammy Award for Best Traditional R&B Vocal Performance.

On her fourth album, R&B siren Kelly Price continues to seamlessly meld pop, funk, hip-hop, and R&B. After a brief intro, she comes out swinging with a state-of-things tune ("Someday") that stands as a vow to make one's way against all odds. Shifting to a more romantic perspective, "You Make Me Feel" perfectly captures that start-of-the-affair giddiness, and its popwise melodiousness compares favorably to vintage Chaka Khan. The classic dodge-and-weave batttle of the sexes is given voice as the hip-hop side of things enters the picture on "Take it to the Head," featuring some guest rapping from Keith Murray, who jousts admirably with Price. After several more musical twists and turns, PRICELESS closes out on a spiritual note with the gospel-oriented "You are the Sunshine," whose sunny declarations of faith (with vocal assistance from the Clark sisters) end things on quite the positive note.

Entertainment Weekly (5/2/03, pp.70-71) - "...On her third album, she delivers a rousing set filled with more fire than a Judge Judy tirade..." - Rating: A-

Vibe (7/02, p.134) - 4 discs out of 5 - "...It's not just PRICELESS - it's timeless..."