| 1. But Beautiful (Razaf, Redman) 6:12 | |
| 2. Gee Baby Ain't I Good To You (Razaf, Redman) 6:08 | |
| 3. Can't We Be Friends (James, Swift) 5:01 | |
| 4. I've Got A Crush On You (Gershwin, Gershwin) 4:22 | |
| 5. How Am I To Know? (Parker, King) 6:43 | |
| 6. Prelude To A Kiss (Ellington) 6:06 | |
| 7. Where Or When (Hart, Rodgers) 8:53 | |
| 8. I Wished On The Moon (Rainger, Parker) 4:31 | |
| 9. You Are Not My First Love (Windsor, Howard) 6:22 | |
| 10. You'd Be So Nice To Come Home To (Porter) 6:36 | |
Barbara Carroll - Vocal, Piano
Jay Leonhart - Bass
Joe Coccuzzo - Drums
