1. "Bluesville" 2. "88 Basie Street" 3. "Contractor's Blues" (Basie) 4. "The Blues Machine" 5. "Katy" 6. "Sunday at the Savoy" (Basie) (Compositions by Sammy Nestico except as noted in brackets) Count Basie – piano Sammy Nestico – conductor, arranger Sonny Cohn – flugelhorn, trumpet Bob Summers – flugelhorn, trumpet Frank Szabo – flugelhorn, trumpet Dale Carley – trumpet Jim Crawford – trumpet Bill Hughes – trombone Grover Mitchell – trombone Dennis Wilson – trombone Booty Wood – trombone Danny Turner – flute, alto saxophone Chris Woods – flute, alto saxophone Eric Dixon – flute, tenor saxophone Eric Schneider – flute, tenor saxophone Kenny Hing – tenor saxophone John Williams – baritone saxophone Joe Pass – guitar Cleveland Eaton – double bass Dennis Mackrel – drums

"Components" (Hutcherson) "Tranquillity" (Hutcherson) "Little B's Poem" (Hutcherson) "West 22nd Street Theme" (Hutcherson) "Movement" (Chambers) "Juba Dance" (Chambers) "Air" (Chambers) "Pastoral" (Chambers) Bobby Hutcherson – vibraphone, marimba; James Spaulding – alto saxophone, flute; Freddie Hubbard – trumpet; Herbie Hancock – piano, organ; Ron Carter – double bass; Joe Chambers – drums Recorded June 10, 1965 at Rudy Van Gelder Studio

"Volga Boatmen" (Traditional) "On Green Dolphin Street" (Bronislaw Kaper, Ned Washington) "How About You?" (Burton Lane, Ralph Freed) "I Just Can't See for Looking" (Nadine Robinson, Dok Stanford) "Spring Will Be a Little Late This Year" (Frank Loesser) "Beat Out One" "Maryam" "It's Easy to Remember" (Lorenz Hart, Richard Rodgers) "Jim Love Sue" Ahmad Jamal – piano; Israel Crosby – bass; Walter Perkins – drums Recorded September 17, October 4, 1956 at Universal Recording, Chicago

"Honeysuckle Rose" (Andy Razaf, Fats Waller) "'Deed I Do" (Walter Hirsch, Fred Rose) "Into Each Life Some Rain Must Fall" (Doris Fisher, Allan Roberts) "Them There Eyes" (Maceo Pinkard, Doris Tauber, William Tracey) "Dream a Little Dream of Me" (Fabian Andre, Gus Kahn, Wilbur Schwandt) "Tea for Two" (Irving Caesar, Vincent Youmans) "Satin Doll" (Duke Ellington, Johnny Mercer, Billy Strayhorn) "I'm Beginning to See the Light" (Ellington, Don George, Johnny Hodges, Harry James) "Shiny Stockings" (Frank Foster, Ella Fitzgerald) "This Is My Last Affair" (Haven Johnson) "Ain't Misbehavin'" (Harry Brooks, Razaf, Waller) "On the Sunny Side of the Street" (Dorothy Fields, Jimmy McHugh) Ella Fitzgerald – vocals Count Basie – piano, organ Sonny Cohn, Al Aarons, Joe Newman, Don Rader – trumpet Eric Dixon – flute, tenor saxophone Frank Foster, Frank Wess – flute, alto saxophone, tenor saxophone Charlie Fowlkes – baritone saxophone Benny Powell, Urbie Green, Henry Coker, Grover Mitchell – trombone Flip Ricard – trombone, trumpet Marshal Royal – clarinet, alto saxophone Freddie Green – guitar Buddy Catlett – double bass Sonny Payne – drums Quincy Jones and Benny Carter – Arrangements Recorded July 15, 16, 1963 at A & R Studios, NYC