| 1 | When Our Ship Comes Sailing InVocals – Adam Arkin, Patrick Cassidy, Robert Westenberg |
| 2 | Barbary CoastVocals – Vicki Lewis |
| 3 | My Cousin In MilwaukeeVocals – Arnetia Walker |
| 4 | I Don't Think I'll Fall In Love TodayVocals – David Garrison, Dawn Upshaw |
| 5 | Could You Use Me?Vocals – David Carroll , Judy Blazer |
| 6 | Fascinating RhythmVocals – Ann Morrison, John Pizzarelli, Lara Teeter |
| 7 | Someone To Watch Over MeVocals – Dawn Upshaw |
| 8 | I've Got A Crush On YouVocals – Jason Graae, Juliet Lambert |
| 9 | But Not For MeVocals – Judy Blazer |
| 10 | Meadow SerenadeVocals – Brent Barrett , Rebecca Luker |
| 11 | Somebody Loves MeVocals – Judy Blazer |
| 12 | How Long Has This Been Going On?Vocals – Audra McDonald |
| 13 | Little Jazz BirdVocals – John Pizzarelli |
| 14 | Isn't It A Pity?Vocals – Michelle Nicastro, William Katt |
| 15 | MaybeVocals – Dawn Upshaw, Kurt Ollmann |