| 1 | Minor RiffWritten-By – Rugolo, Kenton | 3:03 |
| 2 | Down In Chi-Hua-HuaVocals – The Pastels Written-By – Richard, Yaw | 2:55 |
| 3 | Across The Alley From The AlamoVocals – June ChristyWritten-By – Greene | 2:33 |
| 4 | MachitoWritten-By – Rugolo | 2:22 |
| 5 | InterludeWritten-By – Rugolo | 3:11 |
| 6 | The Spider And The FlyVocals – June Christy, The Pastels Written-By – Taylor | 2:21 |
| 7 | Elegy For AltoWritten-By – Rugolo, Kenton | 3:07 |
| 8 | Don't Want That Man AroundVocals – June ChristyWritten-By – Rizzo, Braude, Volk | 3:00 |
| 9 | How Am I To KnowWritten-By – Parker, King | 2:41 |
| 10 | There Is No Greater LoveVocals – The Pastels Written-By – Jones, Symes | 3:00 |
| 11 | Rhythm Incorporated - Pt. 2Written-By – Rugolo, Kenton | 1:58 |
| 12 | Collaboration Written-By – Rugolo, Kenton | 2:39 |
| 13 | Soothe MeVocals – June ChristyWritten-By – Greene | 3:07 |
| 14 | Chorale For Brass, Piano And Bongo (Prologue Suite - Second Movement)Written-By – Rugolo, Kenton | 3:00 |
| 15 | Rhythm Incorporated - Pt. 1Written-By – Rugolo, Kenton | 2:39 |
| 16 | After YouVocals – The Pastels Written-By – Ellis | 2:58 |
| 17 | CollaborationWritten-By – Rugolo, Kenton | 2:37 |
| 18 | MonotonyWritten-By – Rugolo, Kenton | 2:52 |
| 19 | His Feet Too Big For De BedVocals – June Christy, The Pastels Written-By – Sanford, Brana, Mysels | 2:44 |
| 20 | MachitoWritten-By – Rugolo | 2:24 |
| 21 | LoverWritten-By – Rodgers-Hart | 2:42 |