• 01. Life is a Song 03:00
Performed by The Count Basie Orchestra
Music by Fred Ahlert, Joseph Young
Published by Fred Ahlert Music Corporation
• 02. Anything Goes 02:50
Performed by The Count Basie Orchestra
Music by Cole Porter
Published by Warner Bros, Inc.
• 03. Chicago That Toddling Town - Are You Havin'... 04:52
Performed by The Count Basie Orchestra
Music by Fred Fisher - Sammy Fain, Jack Yellen
Published by Sony/ATV Tunes LLC - Fain Music Company
• 04. Growing Pains 03:36
Performed by The Count Basie Orchestra
Music by Arthur Schwartz, Dorothy Fields
Published by Universal Polygram International
• 05. Jumpin' at the Woodside 03:07
Performed by The Count Basie Orchestra
Music by Count Basie
Published by Warner Bros, Inc.
• 06. Poor Little Rich Girl 03:46
Performed by The Count Basie Orchestra
Music by Noel Coward
Published by Warner Bros, Inc.
• 07. One O'Clock Jump 03:02
Performed by The Count Basie Orchestra
Music by Count Basie
Published by EMI Feist Catalog, Inc.
• 08. Jeepers Creepers 02:05
Performed by The Count Basie Orchestra
Music by Harry Warren, Johnny Mercer
Published by Warner Bros, Inc.
• 09. I Guess I'll Have To Change My Plans 01:43
Performed by The Count Basie Orchestra
Music by Arthur Schwartz, Howard Dietz
Published by Warner Bros, Inc.
• 10. I've Grown Accustomed To Her Face 02:59
Performed by The Count Basie Orchestra
Music by Frederick Loewe, Alan Jay Lerner
Published by Chappell & Co, Inc.
• 11. Li'l Darlin' 02:25
Performed by The Count Basie Orchestra
Music by Neal Hefti
Published by Warner Bros, Inc.
• 12. With Plenty of Money and You 01:36
Performed by The Count Basie Orchestra
Music by Harry Warren, Al Dubin
Published by Warner Bros, Inc.

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• The Count Basie Orchestra
• Tony Bennett - guest vocalist

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Count Basie hitched his star to some of the most famous vocalists of the 1950s and 1960s, which helped keep the Big Band sound alive and added greatly to his recording catalog. In addition to Tony Bennett, Basie's vocalists included Jimmy Rushing, Joe Williams, Billy Eckstine, Ella Fitzgerald, Frank Sinatra, Sammy Davis Jr, Bing Crosby and Sarah Vaughan. Frank Sinatra recorded for the first time with Basie on 1962's Sinatra-Basie and for a second studio album on 1964's It Might as Well Be Swing, which was arranged by Quincy Jones. Jones also arranged and conducted 1966's live Sinatra at the Sands. In May 1970, Sinatra performed in London's Royal Festival Hall with the Basie orchestra, in a charity benefit for the National Society for the Prevention of Cruelty to Children. Sinatra later said of this concert "I have a funny feeling that those two nights could have been my finest hour, really. It went so well; it was so thrilling and exciting". In 1957, Ralph Sharon became Tony Bennett's pianist and musical director, replacing Chuck Wayne. Sharon told Bennett that a career singing "sweet saccharine songs like 'Blue Velvet'" wouldn't last long, and encouraged Bennett to focus even more on his jazz inclinations. The result was the 1957 album The Beat of My Heart. It used well-known jazz musicians such as Herbie Mann and Nat Adderley, with a strong emphasis on percussion from the likes of Art Blakey, Jo Jones, Latin star Candido Camero, and Chico Hamilton. The album was both popular and critically praised. Bennett followed this by working with the Count Basie Orchestra, becoming the first male pop vocalist to sing with Basie's band. Bennett also built up the quality, and therefore, the reputation of his nightclub act; in this he was following the path of Sinatra and other top jazz and standards singers of this era. Basie recorded with Tony Bennett in the early 1960s as well. Bennett also toured with Basie, including a date at Carnegie Hall.

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