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Disc1
| 1 | A Bluish Bag | Shelly Manne & His Men | 7:18 |
| 2 | Silver Tears | Shelly Manne & His Men | 5:22 |
| 3 | Sweet | Shelly Manne & His Men | 6:50 |
| 4 | Theme for Sam | Shelly Manne & His Men | 4:40 |
| 5 | A Quiet Happening | Shelly Manne & His Men | 5:40 |
| 6 | Night Owl | Shelly Manne & His Men | 4:57 |
| 7 | Peter Gunn | Shelly Manne & His Men | 3:44 |