"I Ain't Got Nothin' But the Blues" (Duke Ellington, Don George)
"Black Butterfly" (Ellington, Irving Mills)
"Chelsea Bridge" (Billy Strayhorn)
"What Am I Here For?" (Ellington, Frankie Laine)
"Tonight I Shall Sleep (With a Smile on My Face)" (Ellington, Mack Gordon)
"Rocks in My Bed" (Ellington)
"I Got It Bad (and That Ain't Good)" (Ellington, Paul Francis Webster)
"Everything But You" (Ellington, George, Harry James)
"Mood Indigo" (Barney Bigard, Ellington, Mills)
"It Don't Mean a Thing (If It Ain't Got That Swing)" (Ellington, Mills)
"Prelude to a Kiss" (Ellington, Gordon, Mills)

Sarah Vaughan – vocals, Billy Byers – horn, vibraphone, Frank Foster – tenor saxophone, J. J. Johnson – trombone, Zoot Sims – tenor saxophone, Frank Wess – flute, tenor saxophone, Joe Pass – guitar, Bucky Pizzarelli – guitar, Waymon Reed – trumpet, flugelhorn, Jimmy Rowles – piano, Mike Wofford – piano, Andy Simpkins – bass, Grady Tate – drums

Produced by Norman Granz