| 1 | TimeWritten-By – Keith Colley, Linda Colley |
| 2 | It's All In The GameWritten-By – Carl Sigman, Charles Dawes | 2:15 |
| 3 | If You Gotta Make A Fool Of SomebodyWritten-By – Rudy Clark | 2:12 |
| 4 | Poor SomeoneWritten-By – Mike Conner, Richard Sherman, Robert Sherman |
| 5 | That's The Name Of The GameWritten-By – George Tipton, Jackie DeShannon |
| 6 | DreamWritten-By – Johnny Mercer | 2:02 |
| 7 | (Bonus Tracks) |
| 8 | Changin' My MindWritten-By – Gary Illingworth, Myrna March, Richard Grasso | 2:15 |
| 9 | When I Fall In LoveWritten-By – Edward Heyman, Victor Young | 2:47 |
| 10 | Night And DayWritten-By – Cole Porter |
| 11 | I'll Be Seeing YouWritten-By – Irving Kahal, Sammy Fain |
| 12 | No Easy Way DownWritten-By – Goffin And King | 2:42 |
| 13 | The Carnival Is Closed TodayWritten-By – Mel Mandel, Norman Sachs |
| 14 | A Proper GirlWritten-By – Bob Stone |
| 15 | Merry Go Round In The RainWritten-By – Johnny Green, Johnny Mercer | 2:49 |
| 16 | A Sunday Kind Of LoveWritten-By – Anita Leonard, Barbara Belle, Louis Prima, Stan Rhodes |
| 17 | Think Of RainWritten-By – Margo Guryan | 2:02 |
| 18 | I Haven't Got Anything Better To DoWritten-By – Lee Pockriss, Paul Vance |
| 19 | Everything Under The SunWritten-By – Bob Crewe, Gary Knight | 3:44 |
| 20 | Are We Dancing?Written-By – Richard Sherman, Robert Sherman | 2:54 |
| 21 | Don't Dream Of Anybody But MeWritten-By – Bart Howard, Neal Hefti | 4:45 |