| # | Title | Artist | Length |
|---|
| 1 | Who's Excited | Artie Shaw and His Orchestra | 3:21 |
| 2 | Prelude in C Major | Artie Shaw and His Orchestra | 2:55 |
| 3 | Dr. Livingstone, I Presume | Artie Shaw and His Gramercy Five | 3:25 |
| 4 | When the Quail Come Back to San Quentin | Artie Shaw and His Gramercy Five | 3:19 |
| 5 | My Blue Heaven | Artie Shaw and His Gramercy Five | 2:50 |
| 6 | Smoke Gets in Your Eyes- recorded in:
- Hollywood, Los Angeles, California, United States (on 1940-12-05)
- clarinet:
- Artie Shaw (on 1940-12-05)
- double bass:
- Jud DeNaut (on 1940-12-05)
- drums (drum set):
- Nick Fatool (on 1940-12-05)
- electric guitar:
- Al Hendrickson (on 1940-12-05)
- harpsichord:
- Johnny Guarnieri (on 1940-12-05)
- trumpet:
- Billy Butterfield (on 1940-12-05)
- performer:
- Artie Shaw and His Gramercy Five (on 1940-12-05)
- instrumental recording of:
- Smoke Gets in Your Eyes (on 1940-12-05)
- lyricist:
- Otto Harbach
- composer:
- Jerome Kern
- publisher:
- Chappell & Co Ltd., Chappell & Co., Chappell Music, Chappell Music Ltd., PolyGram International Publishing, Inc., PolyGram Music Publishing Ltd., Redwood Music, T.B. Harms Co., Universal Music Publishing Ltd. and Universal PolyGram International Publishing, Inc.
- part of:
- Roberta
| Artie Shaw and His Gramercy Five | 3:16 |
| 7 | The Calypso | Artie Shaw and His Orchestra | 2:47 |
| 8 | Beau Nights in Hotchkiss | Artie Shaw and His Orchestra | 3:30 |
| 9 | Concerto for Clarinet, Part 1 | Artie Shaw and His Orchestra | 4:33 |
| 10 | Concerto for Clarinet, Part 2 | Artie Shaw and His Orchestra | 4:55 |
| 11 | Dancing in the Dark- recorded in:
- Hollywood, Los Angeles, California, United States (on 1941-01-23)
- alto saxophone:
- Bus Bassey (on 1941-01-23) and Neely Plumb (on 1941-01-23)
- cello:
- Fred Goerner (on 1941-01-23)
- clarinet:
- Artie Shaw (on 1941-01-23)
- double bass:
- Jud DeNaut (on 1941-01-23)
- drums (drum set):
- Nick Fatool (on 1941-01-23)
- electric guitar:
- Al Hendrickson (on 1941-01-23)
- piano:
- Johnny Guarnieri (on 1941-01-23)
- tenor saxophone:
- Jerry Jerome (on 1941-01-23) and Les Robinson (on 1941-01-23)
- trombone:
- Vernon Brown (on 1941-01-23), Ray Conniff (on 1941-01-23) and Jack Jenney (on 1941-01-23)
- trumpet:
- Billy Butterfield (on 1941-01-23), Clyde Hurley (on 1941-01-23) and George Wendt (on 1941-01-23)
- viola:
- Keith Collins (on 1941-01-23) and Allan Harshman (on 1941-01-23)
- violin:
- Alex Beller (on 1941-01-23), Truman Boardman (on 1941-01-23), Bill Brower (on 1941-01-23), Ted Klages (on 1941-01-23), Eugene Lamas (on 1941-01-23) and Bob Morrow (on 1941-01-23)
- orchestra:
- Artie Shaw and His Orchestra (on 1941-01-23)
- recording of:
- Dancing in the Dark (on 1941-01-23)
- lyricist:
- Howard Dietz
- composer:
- Arthur Schwartz
- publisher:
- Arthur Schwartz Music Ltd., Chappell Music Ltd., Harms, Inc., Warner Bros., Inc. (Warner Bros. Music Division) and WC Music Corp.
- sub-publisher:
- ヤマハミュージックエンタテインメントホールディングス and ワーナー・チャペル音楽出版 Synch事業部
- part of:
- The Band Wagon
| Artie Shaw and His Orchestra | 3:05 |
| 12 | I Cover the Waterfront- recorded in:
- Hollywood, Los Angeles, California, United States (on 1941-01-23)
- alto saxophone:
- Bus Bassey (on 1941-01-23) and Neely Plumb (on 1941-01-23)
- cello:
- Fred Goerner (on 1941-01-23)
- clarinet:
- Artie Shaw (on 1941-01-23)
- double bass:
- Jud DeNaut (on 1941-01-23)
- drums (drum set):
- Nick Fatool (on 1941-01-23)
- electric guitar:
- Al Hendrickson (on 1941-01-23)
- piano:
- Johnny Guarnieri (on 1941-01-23)
- tenor saxophone:
- Jerry Jerome (on 1941-01-23) and Les Robinson (on 1941-01-23)
- trombone:
- Vernon Brown (on 1941-01-23), Ray Conniff (on 1941-01-23) and Jack Jenney (on 1941-01-23)
- trumpet:
- Billy Butterfield (on 1941-01-23), Clyde Hurley (on 1941-01-23) and George Wendt (on 1941-01-23)
- viola:
- Keith Collins (on 1941-01-23) and Allan Harshman (on 1941-01-23)
- violin:
- Alex Beller (on 1941-01-23), Truman Boardman (on 1941-01-23), Bill Brower (on 1941-01-23), Ted Klages (on 1941-01-23), Eugene Lamas (on 1941-01-23) and Bob Morrow (on 1941-01-23)
- orchestra:
- Artie Shaw and His Orchestra (on 1941-01-23)
- instrumental recording of:
- I Cover the Waterfront (on 1941-01-23)
- lyricist:
- Edward Heyman
- composer:
- Johnny Green and Edward Heyman
- publisher:
- Harms, Inc. and Warner Bros., Inc.
| Artie Shaw and His Orchestra | 3:28 |
| 13 | Moonglow | Artie Shaw and His Orchestra | 3:27 |
| 14 | Alone Together- recorded in:
- Hollywood, Los Angeles, California, United States (on 1941-01-23)
- alto saxophone:
- Bus Bassey (on 1941-01-23) and Neely Plumb (on 1941-01-23)
- cello:
- Fred Goerner (on 1941-01-23)
- clarinet:
- Artie Shaw (on 1941-01-23)
- double bass:
- Jud DeNaut (on 1941-01-23)
- drums (drum set):
- Nick Fatool (on 1941-01-23)
- electric guitar:
- Al Hendrickson (on 1941-01-23)
- piano:
- Johnny Guarnieri (on 1941-01-23)
- tenor saxophone:
- Jerry Jerome (on 1941-01-23) and Les Robinson (on 1941-01-23)
- trombone:
- Vernon Brown (on 1941-01-23), Ray Conniff (on 1941-01-23) and Jack Jenney (on 1941-01-23)
- trumpet:
- Billy Butterfield (on 1941-01-23), Clyde Hurley (on 1941-01-23) and George Wendt (on 1941-01-23)
- viola:
- Keith Collins (on 1941-01-23) and Allan Harshman (on 1941-01-23)
- violin:
- Alex Beller (on 1941-01-23), Truman Boardman (on 1941-01-23), Bill Brower (on 1941-01-23), Ted Klages (on 1941-01-23), Eugene Lamas (on 1941-01-23) and Bob Morrow (on 1941-01-23)
- orchestra:
- Artie Shaw and His Orchestra (on 1941-01-23)
- recording of:
- Alone Together (on 1941-01-23)
- lyricist:
- Howard Dietz
- writer:
- Schwartz & Dietz
- composer:
- Arthur Schwartz
- publisher:
- Arthur Schwartz Music Ltd., Warner Bros. Music and Warner Bros., Inc. (Warner Bros. Music Division)
- sub-publisher:
- ヤマハミュージックエンタテインメントホールディングス and ワーナー・チャペル音楽出版 Synch事業部
| Artie Shaw and His Orchestra | 3:11 |
| 15 | If I Had You | Artie Shaw and His Orchestra | 3:17 |
| 16 | Georgia on My Mind- recorded in:
- New York, New York, United States (on 1941-03-20)
- alto saxophone:
- Bus Bassey (on 1941-03-20) and Toots Mondello (on 1941-03-20)
- cello:
- Fred Goerner (on 1941-03-20)
- clarinet:
- Artie Shaw (on 1941-03-20)
- double bass:
- Eddie McKinney (on 1941-03-20)
- drums (drum set):
- Nick Fatool (on 1941-03-20)
- guitar:
- Sam Herman (on 1941-03-20)
- piano:
- Johnny Guarnieri (on 1941-03-20)
- tenor saxophone:
- Jerry Jerome (on 1941-03-20) and Les Robinson (on 1941-03-20)
- trombone:
- Vernon Brown (on 1941-03-20), Ray Conniff (on 1941-03-20) and Jack Jenney (on 1941-03-20)
- trumpet:
- Lee Castle (on 1941-03-20) and Bernie Privin (on 1941-03-20)
- viola:
- Keith Collins (on 1941-03-20) and Bernard Ocko (on 1941-03-20)
- violin:
- Truman Boardman (on 1941-03-20), Kurt Dieterle (on 1941-03-20), Dave Herman (on 1941-03-20), Dave Kahn (on 1941-03-20), Leo Kahn (on 1941-03-20) and Leo Persner (on 1941-03-20)
- orchestra:
- Artie Shaw and His Orchestra (on 1941-03-20)
- recording of:
- Georgia on My Mind (on 1941-03-20)
- anthem of:
- Georgia, United States (from 1979 to present)
- lyricist:
- Stuart Gorrell (in 1930)
- composer:
- Hoagy Carmichael (in 1930)
- publisher:
- Peer International Corporation, Peermusic III, Ltd., Campbell Connelly & Co. Ltd. (from 1930 to present) and Southern Music Publishing Co., Inc. (from 1930 to present)
- sub-publisher:
- ピアーミュージック
- arrangement of:
- Georgia on My Mind
| Artie Shaw and His Orchestra | 2:49 |
| 17 | Why Shouldn't I | Artie Shaw and His Orchestra | 3:23 |
| 18 | It Had to Be You- recorded in:
- New York, New York, United States (on 1941-03-20)
- alto saxophone:
- Toots Mondello (on 1941-03-20) and Les Robinson (on 1941-03-20)
- cello:
- Fred Goerner (on 1941-03-20)
- clarinet:
- Artie Shaw (on 1941-03-20)
- double bass:
- Eddie McKinney (on 1941-03-20)
- drums (drum set):
- Nick Fatool (on 1941-03-20)
- guitar:
- Sam Herman (on 1941-03-20)
- piano:
- Johnny Guarnieri (on 1941-03-20)
- tenor saxophone:
- Bus Bassey (on 1941-03-20) and Jerry Jerome (on 1941-03-20)
- trombone:
- Vernon Brown (on 1941-03-20), Ray Conniff (on 1941-03-20) and Jack Jenney (on 1941-03-20)
- trumpet:
- Lee Castle (on 1941-03-20) and Bernie Privin (on 1941-03-20)
- viola:
- Keith Collins (on 1941-03-20) and Bernard Ocko (on 1941-03-20)
- violin:
- Truman Boardman (on 1941-03-20), Kurt Dieterle (on 1941-03-20), Dave Herman (on 1941-03-20), Dave Kahn (on 1941-03-20), Leo Kahn (on 1941-03-20) and Leo Persner (on 1941-03-20)
- orchestra:
- Artie Shaw and His Orchestra (on 1941-03-20)
- recording of:
- It Had to Be You (on 1941-03-20)
- lyricist:
- Gus Kahn (in 1924)
- composer:
- Isham Jones (in 1924)
- publisher:
- Bantam Music Publishing Co., EMI Music Publishing Ltd., Gilbert Keyes Music Company, The Songwriters Guild, Warner Bros., Inc. and Jerome H. Remick & Co. (on 1924-05-09)
| Artie Shaw and His Orchestra | 2:46 |
| 19 | Confessin' | Artie Shaw and His Orchestra | 3:21 |
| 20 | Love Me a Little Little | Artie Shaw and His Orchestra | 3:05 |
| 21 | Beyond the Blue Horizon | Artie Shaw and His Orchestra | 2:45 |
| 22 | Don't Take Your Love From Me | Artie Shaw and His Orchestra | 3:05 |
