1 All Of Me
Acoustic Bass [String Bass] – Ted Sturgis
Alto Saxophone – Eddie Barefield, Leslie Johnakins
Drums – Kenny Clarke
Guitar – John Collins (2)
Piano – Eddie Heywood
Trumpet – Shad Collins
Written-By – G. Marks*, S. Simons*
3:02
2 You Go To My Head
Acoustic Bass [String Bass] – John Kirby
Clarinet – Buster Bailey
Drums – Cozy Cole
Piano – Claude Thornhill
Tenor Saxophone – Babe Russin
Trumpet – Charlie Shavers
Written-By – H. Gillespie*, J.F. Coots*
2:49
3 Until The Real Thing Comes Along
Acoustic Bass [String Bass] – John Williams*
Alto Saxophone – Hymie Schertzer
Clarinet – Jimmy Hamilton
Drums – J.C. Heard
Guitar – Al Casey
Piano – Teddy Wilson
Tenor Saxophone – Babe Russin
Trumpet – Emmett Berry
Written-By – A. Nichols*, L.E. Freeman, M. Holiner*, S. Kahn*, S. Chaplain*
3:09
4 My Man
Acoustic Bass [String Bass] – Walter Page
Clarinet – Prince Robinson
Drums – Swing Roo
Guitar – Allan Reuss
Piano – Teddy Wilson
Tenor Saxophone – Vido Musso
Trumpet – Buck Clayton
Written-By – A. Willemetz*, C. Pollack*, J. Charles*, M. Yvain*
3:01
5 The Very Thought Of You
Acoustic Bass [String Bass] – Walter Page
Clarinet, Tenor Saxophone – Lester Young
Drums – Jo Jones
Guitar – Freddie Green
Piano – Margaret "Countess" Johnson*
Trumpet – Buck Clayton
Written-By – R. Noble*
2:45
6 Easy Living
Acoustic Bass [String Bass] – Walter Page
Clarinet – Buster Bailey
Drums – Jo Jones
Guitar – Freddie Green
Piano – Teddy Wilson
Tenor Saxophone – Lester Young
Trumpet – Buck Clayton
Written-By – L. Robin*, R. Rainger*
3:01
7 They Can't Take That Away From Me
Acoustic Bass [String Bass] – Walter Page
Alto Saxophone – Earle Warren
Alto Saxophone, Baritone Saxophone – Jack Washington
Drums – Jo Jones
Guitar – Freddie Green
Piano, Leader – Count Basie
Tenor Saxophone – Herschel Evans, Lester Young
Trombone – Dan Minor, George Hunt
Trumpet – Bobby Moore (3), Buck Clayton, Ed Lewis
Written-By – G. Gershwin-I. Gershwin*
3:02
8 I've Got My Love To Keep Me Warm
Acoustic Bass [String Bass] – John Kirby
Clarinet, Alto Saxophone – Edgar Sampson
Drums – Cozy Cole
Guitar – Allan Reuss
Leader – Billie Holiday
Piano – Teddy Wilson
Tenor Saxophone – Ben Webster
Trumpet – Jonah Jones
Written-By – I. Berlin*
2:55
9 Them There Eyes
Acoustic Bass [String Bass] – John Williams*
Alto Saxophone, Soprano Saxophone – Tab Smith
Drums – Eddie Dougherty
Guitar – Jimmy McLin
Piano – Kenny Kersey
Tenor Saxophone – Kenneth Hollon, Stanley Payne
Trumpet – Charlie Shavers
Written-By – D. Tauber*, M. Pinkard*, W. Tracey*
2:49
10 Night And Day
Acoustic Bass [String Bass] – Walter Page
Alto Saxophone – Earle Warren, Jack Washington
Drums – Jo Jones
Guitar – Freddie Green
Piano – Joe Sullivan
Tenor Saxophone – Lester Young
Trumpet – Buck Clayton, Harry Edison
Written-By – C. Porter*
2:58
11 The Man I Love
Acoustic Bass [String Bass] – Walter Page
Alto Saxophone – Earle Warren, Jack Washington
Drums – Jo Jones
Guitar – Freddie Green
Piano – Joe Sullivan
Tenor Saxophone – Lester Young
Trumpet – Buck Clayton, Harry Edison
Written-By – I. Gershwin-G. Gershwin*
3:05
12 Me, Myself And I
Acoustic Bass [String Bass] – Walter Page
Clarinet – Edmond Hall
Drums – Jo Jones
Guitar – Freddie Green
Piano – James Sherman*
Tenor Saxophone – Lester Young
Trumpet – Buck Clayton
Written-By – A. Roberts*, A. Kaufman*, I. Gordon*
2:32
13 The Way You Look Tonight
Acoustic Bass [String Bass] – Milt Hinton
Clarinet – Vido Musso
Drums – Gene Krupa
Guitar – Allan Reuss
Piano – Teddy Wilson
Tenor Saxophone – Ben Webster
Trumpet – Irving "Mouse" Randolph*
Written-By – D. Fields*, J. Kern*
3:03
14 If You Were Mine
Acoustic Bass [String Bass] – John Kirby
Drums – Cozy Cole
Guitar – Dave Barbour
Piano – Teddy Wilson
Tenor Saxophone – Chuck Berry*
Trombone – Benny Morton
Trumpet – Roy Eldridge
Written-By – J. Mercer*, M. Malneck*
3:12
15 I Can't Believe That You're In Love With Me
Acoustic Bass [String Bass] – Walter Page
Drums – Jo Jones
Guitar – Freddie Green
Piano – Teddy Wilson
Tenor Saxophone – Lester Young
Trombone – Benny Morton
Trumpet – Buck Clayton
Written-By – C. Gaskill*, J. McHugh*
2:47
16 Let's Do It
Acoustic Bass [String Bass] – Ted Sturgis
Alto Saxophone – Eddie Barefield, Leslie Johnakins
Drums – Kenny Clarke
Guitar – John Collins (2)
Piano – Teddy Wilson
Tenor Saxophone – Lester Young
Trumpet – Shad Collins
Written-By – C. Porter*
2:55