| # | Title | Artist | Length |
|---|
| 1 | When I Fall in Love- recording engineer:
- Rudy van Gelder (from 1994-02-22 until 1994-02-24)
- assistant engineer:
- Maureen Sickler
- producer:
- Todd Barkan and Grover Washington, Jr.
- double bass:
- George Mraz (from 1994-02-22 until 1994-02-24)
- drums (drum set):
- Billy Hart (from 1994-02-22 until 1994-02-24)
- flugelhorn:
- Eddie Henderson (from 1994-02-22 until 1994-02-24)
- piano:
- Hank Jones (from 1994-02-22 until 1994-02-24)
- soprano saxophone:
- Grover Washington, Jr. (from 1994-02-22 until 1994-02-24)
- trombone:
- Robin Eubanks (from 1994-02-22 until 1994-02-24)
- recorded at:
- Van Gelder Studio in Englewood Cliffs, New Jersey, United States (from 1994-02-22 until 1994-02-24)
- instrumental cover recording of:
- When I Fall in Love (from 1994-02-22 until 1994-02-24)
- lyricist:
- Edward Heyman
- composer:
- Victor Young
- publisher:
- Avenue Music Co. Ltd., Chappell & Co., Chappell & Co., Inc., Chappell Music Ltd., Intersong U.S.A., Northern Music, Victor Young Publishing, Inc. and Warner/Chappell North America Limited
- 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
| Grover Washington, Jr. | 6:19 |
| 2 | Ligia | Stan Getz | 5:22 |
| 3 | Quiet Nights of Quiet Stars (Corcovado) | Tony Bennett | 3:17 |
| 4 | When You Wish Upon a Star | Dave Brubeck | 4:51 |
| 5 | Over the Rainbow- bass:
- Bill Lee (on 1960-08-01)
- drums (drum set):
- Osie Johnson (on 1960-08-01)
- guitar:
- Lord Westbrook (on 1960-08-01)
- piano:
- Ray Bryant (on 1960-08-01)
- trombone:
- Tyree Glenn (on 1960-08-01)
- phonographic copyright (℗) by:
- CBS, Inc. (in 1961)
- cover recording of:
- Over the Rainbow (on 1960-08-01)
- lyricist:
- Yip Harburg (in 1938)
- composer:
- Harold Arlen (in 1938)
- premiered by:
- Judy Garland (in 1939)
- publisher:
- EMI Feist Catalog Inc., EMI Music, EMI Partnership Ltd., EMI United Partnership Ltd., J. Albert & Son Pty. Ltd., Leo Feist Music, Robbins Music Corp. Ltd., United Partnership Ltd. and Warner/Chappell
- sub-publisher:
- 香港商百代音樂股份有限公司台灣分公司, フジパシフィック音楽出版 SBK事業部 (until 2014-12-31), ヤマハミュージックパブリッシング (until 2017-03-31), フジパシフィックミュージック SBK事業部 (from 2015-01-01 to present) and 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 (from 2017-04-01 to present)
- part of:
- The 12th Academy Award for Best Original Song (number: 1) and Academy Award for Best Original Song (number: 1939 winner)
- part of:
- The Wizard of Oz
- part of:
- The Wizard of Oz
| Aretha Franklin | 2:39 |
| 6 | Sophisticated Lady | Duke Ellington | 2:59 |
| 7 | After Hours | Sarah Vaughan | 2:52 |
| 8 | She Was Too Good to Me- engineer:
- Rudy van Gelder
- producer:
- Creed Taylor
- cello:
- Warren Lash (from 1974-10-31 until 1974-11-01) and Jesse Levy (from 1974-10-31 until 1974-11-01)
- drums (drum set):
- Steve Gadd (from 1974-10-31 until 1974-11-01)
- flute:
- Hubert Laws (from 1974-10-31 until 1974-11-01)
- trumpet:
- Chet Baker (from 1974-10-31 until 1974-11-01)
- violin:
- Lewis Eley (from 1974-10-31 until 1974-11-01), Max Ellen (from 1974-10-31 until 1974-11-01), Barry Finclair (from 1974-10-31 until 1974-11-01), Paul Gershman (from 1974-10-31 until 1974-11-01), Harry Glickman (from 1974-10-31 until 1974-11-01), Emanuel Green (from 1974-10-31 until 1974-11-01), Harold Kohon (from 1974-10-31 until 1974-11-01), David Nadien (from 1974-10-31 until 1974-11-01) and Herbert Sorkin (from 1974-10-31 until 1974-11-01)
- woodwind:
- George Marge (from 1974-10-31 until 1974-11-01) and Romeo Penque (from 1974-10-31 until 1974-11-01)
- vocals:
- Chet Baker (from 1974-10-31 until 1974-11-01)
- conductor:
- Don Sebesky (from 1974-10-31 until 1974-11-01)
- arranger:
- Don Sebesky
- recorded at:
- Van Gelder Studio in Englewood Cliffs, New Jersey, United States (from 1974-10-31 until 1974-11-01)
- cover recording of:
- He Was Too Good to Me (from 1974-10-31 until 1974-11-01)
- lyricist:
- Lorenz Hart (in 1930)
- composer:
- Richard Rodgers
- publisher:
- Warner Bros., Inc., Warner Bros., Inc. (Warner Bros. Music Division), Williamson Music Company, 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:
- Simple Simon
| Chet Baker | 4:43 |
| 9 | Manha de Carnival (Where Did I Go) | Carmen McRae | 3:01 |
| 10 | ’Til I Get It Right | Kirk Whalum | 4:58 |
| 11 | I Get Along Without You Very Well- bass:
- Milt Hinton (from 1958-02-19 until 1958-02-21)
- bass trombone:
- Tom Mitchell (from 1958-02-19 until 1958-02-21)
- cello:
- Maurice Brown (from 1958-02-19 until 1958-02-21) and David Soyer (from 1958-02-19 until 1958-02-21)
- drums (drum set):
- Osie Johnson (from 1958-02-19 until 1958-02-21)
- flute:
- Danny Bank (from 1958-02-19 until 1958-02-21), Phil Bodner (from 1958-02-19 until 1958-02-21), Thomas Parshley (from 1958-02-19 until 1958-02-21) and Romeo Penque (from 1958-02-19 until 1958-02-21)
- guitar:
- Barry Galbraith (from 1958-02-19 until 1958-02-21)
- harp:
- Janet Putnam (from 1958-02-19 until 1958-02-21)
- piano:
- Mal Waldron (from 1958-02-19 until 1958-02-21)
- solo trombone:
- J.J. Johnson (from 1958-02-19 until 1958-02-21)
- trombone:
- Jack Green (from 1958-02-19 until 1958-02-21) and Urbie Green (from 1958-02-19 until 1958-02-21)
- trumpet:
- Billy Butterfield (from 1958-02-19 until 1958-02-21), Mel Davis (from 1958-02-19 until 1958-02-21) and Bernie Glow (from 1958-02-19 until 1958-02-21)
- viola:
- Sidney Brecher (from 1958-02-19 until 1958-02-21) and Richard Dickler (from 1958-02-19 until 1958-02-21)
- violin:
- Emmanual Green (from 1958-02-19 until 1958-02-21), Harry Hoffman (from 1958-02-19 until 1958-02-21), Harry Katzman (from 1958-02-19 until 1958-02-21), Leo Kruczek (from 1958-02-19 until 1958-02-21), Milton Lomask (from 1958-02-19 until 1958-02-21), Harry Melnikoff (from 1958-02-19 until 1958-02-21), George Ockner (from 1958-02-19 until 1958-02-21) and Sam Rand (from 1958-02-19 until 1958-02-21)
- background vocals:
- Elise Bretton (from 1958-02-19 until 1958-02-21) and Miriam Workman (from 1958-02-19 until 1958-02-21)
- lead vocals:
- Billie Holiday (from 1958-02-19 until 1958-02-21)
- orchestra:
- Ray Ellis and His Orchestra (from 1958-02-19 until 1958-02-21)
- conductor:
- Ray Ellis (from 1958-02-19 until 1958-02-21)
- recording of:
- I Get Along Without You Very Well
- lyricist:
- Jane Brown Thompson
- composer:
- Hoagy Carmichael (in 1939)
- publisher:
- Songs of Peer, Ltd. and Sony/ATV Harmony
- sub-publisher:
- ソニー・ミュージックパブリッシング A事業部
| Billie Holiday | 3:01 |
| 12 | The Two Lonely People | Bill Evans | 6:14 |
| 13 | I Could Write a Book | Betty Carter & Ray Bryant | 2:39 |
| 14 | Imagine | Keiko Lee | 6:16 |
| 15 | My Romance | Ben Webster | 4:15 |
| 16 | Isn’t She Lovely | Dexter Gordon | 3:22 |
