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Disc1
| 1 | Just in Time | Tony Bennett & Count Basie & His Orchestra | 1:45 |
| 2 | When I Fall in Love | Tony Bennett & Count Basie & His Orchestra | 2:19 |
| 3 | Taking a Chance on Love | Tony Bennett & Count Basie & His Orchestra | 1:57 |
| 4 | Without a Song | Tony Bennett & Count Basie & His Orchestra | 3:06 |
| 5 | Fascinatin’ Rhythm | Tony Bennett & Count Basie & His Orchestra | 1:30 |
| 6 | Solitude | Tony Bennett & Count Basie & His Orchestra | 3:36 |
| 7 | Pennies From Heaven | Tony Bennett & Count Basie & His Orchestra | 2:34 |
| 8 | Lost in the Stars | Tony Bennett & Count Basie & His Orchestra | 4:01 |
| 9 | Firefly | Tony Bennett & Count Basie & His Orchestra | 1:40 |
| 10 | There Will Never Be Another You | Tony Bennett & Count Basie & His Orchestra | 3:16 |
| 11 | Lullaby of Broadway | Tony Bennett & Count Basie & His Orchestra | 3:14 |
| 12 | Ol’ Man River | Tony Bennett & Count Basie & His Orchestra | 5:01 |