| # | Title | Artist | Length |
|---|
| 1 | Big Spender | Shirley Bassey | 1:51 |
| 2 | Comes Love | Billie Holiday | 4:01 |
| 3 | I’m a Woman | Peggy Lee | 2:09 |
| 4 | All I Need to Get By | Aretha Franklin | 3:35 |
| 5 | My Baby Just Cares for Me | Nina Simone | 3:02 |
| 6 | I’m Beginning to See the Light | Ella Fitzgerald | 3:26 |
| 7 | Sometimes I’m Happy | Sarah Vaughan | 2:58 |
| 8 | Tired | Pearl Bailey | 2:55 |
| 9 | They Can’t Take That Away From Me- assistant recording engineer:
- Lawrence Manchester
- recording engineer and mixer:
- Al Schmitt
- producer:
- Tommy LiPuma
- assistant mixer:
- Koji Egawa
- double bass:
- Christian McBride
- guitar:
- Russell Malone
- piano and lead vocals:
- Diana Krall
- phonographic copyright (℗) by:
- GRP Records, Inc. and Verve Music Group
- recorded at:
- Avatar Studios in Hell's Kitchen, New York, New York, United States
- mixed at:
- Bill Schnee Studios in North Hollywood, Los Angeles, California, United States
- 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
| Diana Krall | 5:41 |
| 10 | Since I Fell for You | Dinah Washington | 3:14 |
| 11 | My Heart Belongs to Daddy | Eartha Kitt with Henri René & His Orchestra | 3:03 |
| 12 | Tell It Like It Is | Etta James | 3:23 |
