| 1 | Leavin' On A Jet PlaneArranged By – Michel ColombierWritten-By – John Denver | 3:15 |
| 2 | Macarthur Park - Didn't WeArranged By – Dick HazardPiano – Peter AllenWritten-By – Jim Webb | 4:08 |
| 3 | Wherefore And WhyArranged By – Bob ThompsonWritten-By – Gordon Lightfoot | 2:35 |
| 4 | SimonArranged By – Dick HazardWritten-By – Peter Allen | 3:08 |
| 5 | Love StoryArranged By – Dick HazardWritten-By – Randy Newman | 2:29 |
| 6 | Raggedy Ann & Raggedy AndyArranged By – Dick HazardWritten-By – Alan & Marilyn Bergman, L. Marks | 3:30 |
| 7 | Don't Let Me Lose This DreamArranged By – Dick HazardWritten-By – A. Franklin, T. White | 3:03 |
| 8 | On A Slow Boat To ChinaArranged By – Peter MatzWritten-By – Frank Loesser | 3:18 |
| 9 | NeverthelessArranged By – Dick HazardWritten-By – B. Kalmar, H. Ruby | 2:52 |
| 10 | Come Saturday MorningArranged By – Michel ColombierWritten-By – Dory Previn, Fred Karlin | 1:46 |
| 11 | Wailing Of The WillowArranged By – Dick HazardWritten-By – Nilsson | 2:02 |
Track A2 wrongly credited to L. Marks as co-songwriter