Tracks
| # | Title | Sung by | |
|---|---|---|---|
| 1 | The Second Time Around | Count Basie & His Orchestra | 4:35 |
| 2 | Hey, Jealous Lover | Count Basie & His Orchestra | 2:49 |
| 3 | I'll Never Smile Again | Count Basie & His Orchestra | 3:34 |
| 4 | Saturday Night Is the Loneliest Night of the Week | Count Basie & His Orchestra | 4:09 |
| 5 | This Love of Mine | Count Basie & His Orchestra | 3:08 |
| 6 | I Thought About You | Count Basie & His Orchestra | 2:57 |
| 7 | In the Wee Small Hours of the Morning | Count Basie & His Orchestra | 3:16 |
| 8 | Come Fly With Me | Count Basie & His Orchestra | 2:45 |
| 9 | On the Road to Mandalay | Count Basie & His Orchestra | 2:56 |
| 10 | Only the Lonely | Count Basie & His Orchestra | 3:17 |
| 11 | South of the Border (Down Mexico Way) | Count Basie & His Orchestra | 3:55 |
| 12 | All of Me | Count Basie & His Orchestra | 2:31 |
| 13 | My Kind of Town | Count Basie & His Orchestra | 2:44 |
| 14 | Come Rain or Come Shine | Count Basie & His Orchestra | 2:55 |
| 15 | Hey, Jealous Lover (alternate take) | Count Basie & His Orchestra | 2:41 |
Source: MusicBrainz release group dd3d232b-a1f4-473a-b0a5-6cc7fa8cd88c (CC0). Cover: Cover Art Archive.