| # | Title | Artist | Length |
|---|
| 1 | Am I in Another World? | “Fats” Waller and His Rhythm | 3:10 |
| 2 | Why Do Hawaiians Sing Aloha? | “Fats” Waller and His Rhythm | 3:13 |
| 3 | My First Impression of You | “Fats” Waller and His Rhythm | 3:10 |
| 4 | Something Tells Me | “Fats” Waller and His Rhythm | 3:01 |
| 5 | I Love to Whistle | “Fats” Waller and His Rhythm | 2:42 |
| 6 | You Went to My Head- recorded in:
- New York, New York, United States (on 1938-03-11)
- double bass:
- Cedric Wallace (on 1938-03-11)
- drums (drum set):
- Slick Jones (on 1938-03-11)
- guitar:
- Al Casey (on 1938-03-11)
- piano:
- Fats Waller (on 1938-03-11)
- reeds:
- Gene Sedric (on 1938-03-11)
- trumpet:
- Herman Autrey (on 1938-03-11)
- vocals:
- Fats Waller (on 1938-03-11)
- recording of:
- You Go to My Head (on 1938-03-11)
- lyricist:
- Haven Gillespie (in 1938)
- composer:
- J. Fred Coots (in 1938)
- publisher:
- B. Feldman & Co., B. Feldman & Co. Ltd., EMI Music Ltd., Haven Gillespie Music Publishing Co., Remick Music Corp., Toy Town Tunes, Inc., Warner Bros., Warner Bros. Music and Warner Bros. Music Corp.
| “Fats” Waller and His Rhythm | 3:15 |
| 7 | Florida Flo | “Fats” Waller and His Rhythm | 2:51 |
| 8 | Lost and Found | “Fats” Waller and His Rhythm | 3:00 |
| 9 | Don’t Try to Cry Your Way Back to Me | “Fats” Waller and His Rhythm | 2:47 |
| 10 | In the Gloaming | “Fats” Waller, His Rhythm & His Orchestra | 3:16 |
| 11 | You Had an Evening to Spare | “Fats” Waller, His Rhythm & His Orchestra | 2:51 |
| 12 | Let’s Break the Good News | “Fats” Waller, His Rhythm & His Orchestra | 3:02 |
| 13 | Skrontch | “Fats” Waller, His Rhythm & His Orchestra | 3:31 |
| 14 | I Simply Adore You | “Fats” Waller, His Rhythm & His Orchestra | 3:03 |
| 15 | The Sheik of Araby- recorded in:
- New York, New York, United States (on 1938-04-12)
- alto saxophone:
- William Allsop (on 1938-04-12), Jimmy Powell (on 1938-04-12) and Fred Skerritt (on 1938-04-12)
- double bass:
- Cedric Wallace (on 1938-04-12)
- drums (drum set):
- Slick Jones (on 1938-04-12)
- guitar:
- Al Casey (on 1938-04-12)
- piano:
- Fats Waller (on 1938-04-12)
- tenor saxophone:
- Gene Sedric (on 1938-04-12) and Lonnie Simmons (on 1938-04-12)
- trombone:
- John Haughton (on 1938-04-12) and George Robinson (on 1938-04-12)
- trumpet:
- Herman Autrey (on 1938-04-12), John "Bugs" Hamilton (on 1938-04-12) and Nathaniel "Courtney" Williams (on 1938-04-12)
- vocals:
- Fats Waller (on 1938-04-12)
- cover recording of:
- The Sheik of Araby (on 1938-04-12)
- lyricist:
- Harry B. Smith (in 1921) and Francis Wheeler (in 1921)
- composer:
- Ted Snyder (in 1921)
- publisher:
- Jerry Vogel Music, Mills Music, Inc., Redwood Music and Salabert
- recording of:
- The Sheik of Araby (on 1938-04-12)
- lyricist:
- Harry B. Smith (in 1921) and Francis Wheeler (in 1921)
- composer:
- Ted Snyder (in 1921)
- publisher:
- Jerry Vogel Music, Mills Music, Inc., Redwood Music and Salabert
| “Fats” Waller, His Rhythm & His Orchestra | 3:07 |
| 16 | Hold My Hand | “Fats” Waller, His Rhythm & His Orchestra | 2:59 |
| 17 | Inside (This Heart of Mine) | “Fats” Waller, His Rhythm & His Orchestra | 3:07 |
| 18 | There’s Honey on the Moon Tonight | “Fats” Waller and His Rhythm | 2:38 |
| 19 | If I Were You | “Fats” Waller and His Rhythm | 2:59 |
| 20 | (Take Me Back) To the Wide Open Places | “Fats” Waller and His Rhythm | 2:22 |
| 21 | On the Bumpy Road to Love | “Fats” Waller and His Rhythm | 2:40 |
| 22 | Fair and Square | “Fats” Waller and His Rhythm | 2:43 |
| 23 | We, the People | “Fats” Waller and His Rhythm | 2:23 |
