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Disc1
| 1 | Curtains | Bill Charlap Trio | 7:00 |
| 2 | Spring Can Really Hang You Up The Most | Bill Charlap Trio | 7:54 |
| 3 | Uptown, Downtown | Bill Charlap Trio | 6:00 |
| 4 | The One I Love Belongs To Someone Else | Bill Charlap Trio | 5:01 |
| 5 | I'm All Smiles | Bill Charlap Trio | 7:27 |
| 6 | There's A Small Hotel | Bill Charlap Trio | 6:41 |
| 7 | Satellite | Bill Charlap Trio | 4:18 |
| 8 | Bon Ami | Bill Charlap Trio | 6:45 |
| 9 | Sophisticated Lady | Bill Charlap Trio | 3:16 |