| 1 | Walk SoftlyArranged By – Willie MaidenPiano, Soloist [Recitation] – Stan KentonTrombone – Dick ShearerWritten-By – Blanca Webb, Johnny Richards | 6:43 |
| 2 | Stompin' At The SavoyArranged By – Bill HolmanBass – John WorsterFlugelhorn – Ray Brown Piano – Stan KentonTenor Saxophone – Richard TorresWritten-By – Andy Razaf, Benny Goodman, Chick Webb, Edgar Sampson | 6:04 |
| 3 | Fragments Of A PortraitAlto Saxophone – Quin DavisComposed By, Arranged By – Ken HannaFlugelhorn – Ray Brown Piano – Stan KentonTrombone – Dick Shearer | 7:56 |
| 4 | MalagaComposed By, Arranged By – Bill HolmanTenor Saxophone – Richard TorresTrombone – Mike JamiesonTrumpet – Dennis Noday | 7:59 |
| 5 | The DuchessAlto Saxophone – Quin DavisComposed By, Arranged By – Al Davis | 5:11 |
| 6 | A Little Minor BoozeAlto Saxophone – Quin DavisComposed By, Arranged By – Willie MaidenFlugelhorn – Ray Brown Piano – Stan Kenton | 6:10 |
| 7 | Girl TalkArranged By – Stan KentonPiano – Stan KentonWritten-By – Bobby Troup, Neal Hefti | 3:52 |
| 8 | Just Bones (Trombones And Rhythm Only)Composed By, Arranged By – Mark Taylor Piano – Stan KentonTrombone – Dick Shearer, Fred Carter, Mike Jamieson | 3:35 |
| 9 | Theme For AutumnComposed By, Arranged By – Ken HannaFlugelhorn – Ray Brown Piano – Stan KentonTrombone – Dick Shearer | 7:20 |
| 10 | ChiapasAlto Saxophone – Chuck Carter Composed By, Arranged By – Hank LevyTrombone – Dick ShearerTrumpet – Ray Brown | 8:05 |