| 1 | Old Black JoeArranged By – Chummy McGregor, Glenn MillerWritten-By – Stephen Foster | 2:13 |
| 2 | You've Got Me This WayArranged By – Jerry GrayVocals – Marion HuttonWritten-By – Jimmy McHugh, Johnny Mercer | 2:20 |
| 3 | Blueberry HillArranged By – Bill FineganVocals – Ray EberleWritten-By – Al Lewis, Larry Stock, Vincent Rose | 2:55 |
| 4 | A Nightingale Sang In Berkeley SquareArranged By – Bill FineganVocals – Ray EberleWritten-By – Eric Maschwitz, Manning Sherwin | 3:38 |
| 5 | Beat Me Daddy, Eight To A BarVocals – Band, Jack LathropWritten-By – Don Raye, Elinor Sheehy, Hughie Prince | 3:00 |
| 6 | YesterthoughtsVocals – Ray EberleWritten-By – Stanley Adams, Victor Herbert | 3:15 |
| 7 | Angel ChildArranged By – Bill FineganVocals – Ray EberleWritten-By – Abner Silver, Benny Davis, George Price | 2:45 |
| 8 | Do You Know WhyVocals – Ray EberleWritten-By – Jimmy Van Heusen And Johnny Burke | 3:03 |
| 9 | SomewhereArranged By – Jerry GrayVocals – Ray EberleWritten-By – John Latouche, Peter DeRose | 2:50 |
| 10 | Ring, Telephone, RingVocals – Ray EberleWritten-By – Buck Ram, Peter Tinturin | 3:20 |
| 11 | Goodbye, Little Darlin', GoodbyeVocals – Ray EberleWritten-By – Gene Autry, Johnny Marvin | 2:52 |
| 12 | Be HappyArranged By – Bill FineganVocals – Marion HuttonWritten-By – Edgar Battle, Henry Nemo, Louis Prima | 2:03 |
| 13 | Shadows On The SandVocals – Ray EberleWritten-By – Stanley Adams, Will Grosz | 3:25 |
| 14 | Falling LeavesWritten-By – Frankie Carle, Mack David | 3:10 |
| 15 | Fresh As A DaisyArranged By – Jerry GrayVocals – Jack Lathrop, Marion Hutton, Tex BenekeWritten-By – Cole Porter | 2:45 |
| 16 | CrosstownVocals – Jack LathropWritten-By – James Cavanaugh, John Redmond , Nat Simon | 2:50 |
| 17 | Isn't That Just Like LoveArranged By – Bill FineganVocals – Jack LathropWritten-By – Jimmy Van Heusen And Johnny Burke | 2:18 |
| 18 | A Stone's Throw From HeavenArranged By – Bill FineganVocals – Ray EberleWritten-By – Bob Ray , Irving Green, Jay Burton | 3:04 |
| 19 | Long Time No See, BabyVocals – Marion HuttonWritten-By, Arranged By – Jack Lathrop | 3:10 |
| 20 | Five O'Clock WhistleVocals – Marion HuttonWritten-By – Gene Irwin, Joe Myrow, Kim Gannon | 2:52 |
| 21 | Make Believe Ballroom TimeVocals – The ModernairesWritten-By – Harold Green, Martin Block , Mickey Stoner | 2:50 |
| 22 | Yes, My Darling DaughterArranged By – Jerry GrayVocals – Band, Marion HuttonWritten-By – Jack Lawrence | 2:25 |
| 23 | I Wouldn't Take A MillionVocals – Ray EberleWritten-By – Harry Warren , Mack Gordon | 3:10 |
| 24 | What's Your Story Morning GloryVocals – Tex BenekeWritten-By – Jack Lawrence , Mary Lou Williams, Paul Webster | 2:57 |
| 25 | The Call Of The CanyonArranged By – Bill FineganVocals – Ray EberleWritten-By – Billy Hill | 3:20 |
| 26 | Along The Santa Fe TrailWritten-By – Al Dubin, Edwina Coolidge, Will Grosz | 3:18 |
| 27 | HelplessWritten-By, Arranged By, Vocals – Jack Lathrop | 2:44 |
| 28 | Fifth AvenueVocals – Marion Hutton, Tex BenekeWritten-By – Harry Warren , Mack Gordon | 3:05 |
| 29 | A Cabana In HavanaVocals – Marion HuttonWritten-By – Mabel Wayne, Tot Seymour | 2:45 |
| 30 | Our Love AffairVocals – Ray EberleWritten-By – Arthur Freed, Roger Edens | 2:35 |
| 31 | A Handful Of StarsArranged By – Bill FineganVocals – Ray EberleWritten-By – Jack Lawrence , Ted Shapiro | 3:15 |
| 32 | I'd Know You AnywhereVocals – Ray EberleWritten-By – Jimmy McHugh, Johnny Mercer | 2:35 |
Gatefold jacket.
