| # | Title | Length |
|---|
| 1 | I Will Talk and Hollywood Will Listen | 3:18 |
| 2 | Mack the Knife | 3:19 |
| 3 | Somethin’ Stupid | 2:50 |
| 4 | Do Nothin’ Till You Hear From Me | 2:58 |
| 5 | It Was a Very Good Year | 4:29 |
| 6 | Straighten Up and Fly Right | 2:36 |
| 7 | Well, Did You Evah | 3:50 |
| 8 | Mr. Bojangles | 3:18 |
| 9 | One for My Baby | 4:18 |
| 10 | Things | 3:23 |
| 11 | Ain’t That a Kick in the Head | 2:28 |
| 12 | They Can’t Take That Away From Me- recording engineer and mixer:
- Al Schmitt
- additional engineer:
- Jeff Bova
- assistant engineer:
- Steve Genewick and Christina Paakkari
- engineer:
- Larry Alexander (lead vocals [Rupert Everett’s vocal]), Richard Flack and Mike Ross‐Trevor
- producer:
- Guy Chambers and Nicky Holland (lead vocals [Rupert Everett’s vocal])
- assistant mixer:
- Rupert Coulson and Ricky Graham
- alto saxophone [alto saxophones]:
- Gary Foster and Eric Marienthal
- baritone saxophone:
- Bev Dahlke-Smith
- bass:
- Chuck Berghofer
- bass trombone:
- Phil Teele
- drums (drum set) [drums]:
- Harold Jones
- guitar:
- George Doering
- percussion:
- Brian Kilgore
- piano:
- Jim Cox
- tenor saxophone [tenor saxophones]:
- Pete Christlieb and Sal Lozano
- tenor trombone [tenor trombones]:
- Steve Holtman, Andy Martin and Bruce Otto
- trumpet [trumpets]:
- Wayne Bergeron, Jeff Bunnell, Chuck Findley and Gary Grant
- vocals:
- Rupert Everett and Robbie Williams
- orchestra:
- The London Session Orchestra
- conductor:
- Steve Sidwell
- arranger:
- Steve Sidwell
- concertmaster:
- Gavyn Wright
- cover recording of:
- They Can’t Take That Away From Me
- lyricist:
- Ira Gershwin (in 1937)
- composer:
- George Gershwin (in 1937)
- publisher:
- Chappell & Co., Inc., Chappell Music, Chappell Music Ltd., Ira Gershwin Music, Warner/Chappell Music Holland BV, Warner/Chappell North America Limited, WB Music Corp. (until 2019-05-28) and Gershwin Publishing Corp (in 1937)
- part of:
- The 10th Academy Award for Best Original Song (number: 2)
- part of:
- An American in Paris
- part of:
- Crazy for You
- part of:
- Shall We Dance
| 3:08 |
| 13 | Have You Met Miss Jones? | 2:34 |
| 14 | Me and My Shadow | 3:16 |
| 15 | Beyond the Sea | 28:15 |
