- "Thou Swell" (Lorenz Hart, Richard Rodgers) – 2:19
- "There Will Never Be Another You" (Mack Gordon, Harry Warren) – 2:48
- "Love Is Here to Stay" (George Gershwin, Ira Gershwin) – 3:38
- "'S Wonderful" (Gershwin, Gershwin) – 2:35
- "My Baby Just Cares for Me" (Walter Donaldson, Gus Kahn) – 2:24
- "Nevertheless (I'm in Love with You)" (Bert Kalmar, Harry Ruby) – 3:54
- "Singin' in the Rain" (Nacio Herb Brown, Arthur Freed) – 2:25
- "I'm Beginning to See the Light" (Duke Ellington, Don George, Johnny Hodges) – 3:04
- "A Fine Romance" (Dorothy Fields, Jerome Kern) – 2:28
- "Come Rain or Come Shine" (Harold Arlen, Johnny Mercer) – 3:58
- "I Can't Believe That You're in Love with Me" (Clarence Gaskill, Jimmy McHugh) – 2:38
- "This Can't Be Love" (Hart, Rodgers) – 2:32
- Recorded at Capitol Studios in Hollywood, CA, on April 28, 1956 (tracks 2, 3 & 6–9) and May 1, 1956 (tracks 1, 4, 5 & 10–12)
- Joe Williams – vocals
- Count Basie – piano
- Wendell Culley, Reunald Jones, Thad Jones, Joe Newman – trumpet
- Henry Coker, Bill Hughes, Benny Powell – trombone
- Marshall Royal – alto saxophone, clarinet
- Bill Graham – alto saxophone
- Frank Wess – alto saxophone, tenor saxophone, flute, clarinet
- Frank Foster – tenor saxophone, clarinet
- Charlie Fowlkes – baritone saxophone, bass clarinet
- Freddie Green – guitar
- Eddie Jones – bass
- Sonny Payne – drums
- Buddy Bregman – arranger, conductor
- ^ Edwards, D. & Callahan, M. Discography of the Verve, Clef, Down Home and Norgran Labels, accessed November 20, 2015
- ^ Kitora, R., Basie Discography, accessed November 20, 2015
- ^ Verve Records Catalog: Popular 2000 series, accessed November 20, 2015
- ^ Big Band Paradise, accessed November 20, 2015
- ^ a b Allmusic listing, accessed November 20, 2015