| 1 | - | (3:05) |
| 2 | I Guess I'll Have To Change My PlansWritten-By – Schwartz-Dietz | 3:15 |
| 3 | When Buddha SmilesWritten-By – Freed, Brown | 2:23 |
| 4 | Memories Of YouWritten-By – Razaf, Blake |
| 5 | There's A Small HotelWritten-By – Rodgers-Hart |
| 6 | - | (2:31) |
| 7 | Poor ButterflyWritten-By – Hubbell, Golden |
| 8 | Tea For TwoWritten-By – Youmans, Caesar |
| 9 | Blue RoomWritten-By – Rodgers-Hart |
| 10 | When My Baby Smiles At MeWritten-By – Munro, Von Tilzer | 2:54 |
| 11 | It Had To Be YouWritten-By – Jones, Kahn |
| 12 | - | (3:10) |
| 13 | ChicagoWritten-By – Pollack, Clare | 2:16 |
| 14 | Swinging Down The LaneWritten-By – Jones, Kahn |
| 15 | ManhattanWritten-By – Rodgers-Hart | 3:00 |
| 16 | - | (3:17) |
| 17 | I Love YouWritten By – ArcherWritten-By – Thompson |
| 18 | September SongWritten-By – Weill, Anderson |
| 19 | Put Your Arms Around Me, HoneyWritten-By – V. Tilzer, McRee | 2:02 |
| 20 | To Each His OwnWritten-By – Livingston-Evans |
| 21 | With A Song In My HeartWritten-By – Rodgers-Hart |
| 22 | You Made Me Love YouWritten-By – Monaco, McCarthy |
| 23 | OhWritten-By – Johnson, Gay | 2:37 |
Track A5.1 is incorrectly credited to Russell, track A5.3 is credited incorrectly to DeRose-Trent and track B2 is incorrectly credited to Engleman-Boswort on the labels.