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Disc1
| 1 | My Foolish Heart | Holly Cole | 4:36 |
| 2 | Girl Talk | Holly Cole | 4:32 |
| 3 | Talk to Me Baby | Holly Cole | 4:33 |
| 4 | Cruisin' | Holly Cole | 4:39 |
| 5 | Spring Can Really Hang You Up the Most | Holly Cole | 4:44 |
| 6 | My Baby Just Cares for Me | Holly Cole | 4:19 |
| 7 | How Long Has This Been Going On | Holly Cole | 5:59 |
| 8 | I'm So Lonesome I Could Cry | Holly Cole | 4:24 |
| 9 | Melancholy Baby | Holly Cole | 5:01 |
| 10 | Downtown | Holly Cole | 3:54 |