| # | Title | Length |
|---|
| A1 | In the Gloaming | 3:17 |
| A2 | You Had an Evening to Spare | 2:50 |
| A3 | 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
| 3:03 |
| A4 | Hold My Hand | 2:54 |
| A5 | Inside | 3:04 |
| A6 | Let’s Break the Good News | 3:00 |
| A7 | I Simple Adore You | 3:22 |
| B1 | Come and Get It | 2:37 |
| B2 | We Need a Little Love | 3:18 |
| B3 | You Must Be Losing Your Mind | 2:29 |
| B4 | Two Bits | 3:09 |
| B5 | Rump Steak Serenade | 2:36 |
| B6 | Skrontch | 3:28 |
| B7 | Chant of the Groove | 3:00 |