Vocals – Ella Fitzgerald, Joe WilliamsWritten-By – Weiss*, Bock*, Holofcener*

Vocals – Joe WilliamsWritten-By – Calhoun*

Vocals – Joe WilliamsWritten-By – Burns*

Vocals – Joe WilliamsWritten-By – Monaco*, Burke*

Vocals – Joe WilliamsWritten-By – Bloom*, Koehler*

Vocals – Joe WilliamsWritten-By – Washington*, Lovett*, Saunders*

Arranged By – Ernie WilkinsPiano, Soloist – Count BasieReeds, Soloist – Frank Foster, Frank WessTrombone, Soloist – Benny Powell, Henry CokerTrumpet, Soloist – Joe NewmanWritten-By – Basie*

Trumpet, Soloist – Joe NewmanWritten-By – Wilkins*

Vocals – Joe WilliamsWritten-By – Colacrai*, Randazzo*

Bass, Soloist – Ed Jones*Clarinet, Alto Saxophone, Soloist – Marshall RoyalDrums, Soloist – Sonny PaynePiano, Soloist – Count BasieTenor Saxophone, Soloist – Frank Foster, Frank WessTrombone, Soloist – Henry CokerTrumpet, Soloist – Wendell CulleyWritten-By – Wilkins*