| A1 | But Beautiful Bass – John Clayton Jr. Cello [Cello Solo], Soloist [Cello Solo] – Vanessa Freebairn-Smith Drums – Jeff Hamilton Guitar – Anthony Wilson Piano, Vocals [Vocal] – Diana Krall Written-By – Jimmy Van Heusen & Johnny Burke* Bass – John Clayton Jr. Cello [Cello Solo], Soloist [Cello Solo] – Vanessa Freebairn-Smith Drums – Jeff Hamilton Guitar – Anthony Wilson Piano, Vocals [Vocal] – Diana Krall Written-By – Jimmy Van Heusen & Johnny Burke | 4:51 | |
| That’s All / Azure-Te Bass – John Clayton, Jr. Drums – Jeff Hamilton Guitar – Anthony Wilson Piano, Vocals [Vocal] – Diana Krall | (4:05) | ||
| A2a | That’s All Written By – Bob Haymes & Alan Brandt Written-By – Alan Brandt, Bob Haymes | ||
| A2b | Azure-Te Written-By – Wilfred Douchette, Donald Wolf | ||
| A3 | Autumn In New York Bass – Christian McBride Guitar – Russell Malone Piano, Vocals [Vocal] – Diana Krall Written-By – Vernon Duke | 5:19 | |
| B1 | Almost Like Being In Love Bass – John Clayton Jr. Drums – Jeff Hamilton Guitar – Anthony Wilson Piano, Vocals [Vocal] – Diana Krall Written-By – Alan Lerner & Frederick Loewe | 3:40 | |
| B2 | More Than You Know Piano – Alan Broadbent Vocals [Vocal] – Diana Krall Written By – Edward Eliscu, Billy Rose & Vincent Youmans | 3:57 | |
| B3 | Just You, Just Me Bass – Tony Garnier Drums – Karriem Riggins Fiddle – Stuart Duncan Guitar – Marc Ribot Piano, Vocals [Vocal] – Diana Krall Written-By – Jesse Greer, Raymond Klages | 2:24 | |
| B4 | There’s No You Bass – Christian McBride Guitar – Russell Malone Piano, Vocals [Vocal] – Diana Krall Written-By – Harold Hopper, Tom Adair | 4:49 | |
| C1 | Don’t Smoke In Bed | 3:17 | |
| C2 | This Dream Of You Accordion – Randall Krall Bass – Tony Garnier Drums – Karriem Riggins Fiddle – Stuart Duncan Guitar – Marc Ribot Piano, Vocals [Vocal] – Diana Krall Written-By – Bob Dylan | 7:02 | |
| D1 | I Wished On The Moon Bass – John Clayton Jr. Piano, Vocals [Vocal] – Diana Krall Written-By – Dorothy Parker, Ralph Rainger | 2:38 | |
| D2 | How Deep Is The Ocean Bass – Tony Garnier Drums – Karriem Riggins Fiddle – Stuart Duncan Guitar – Marc Ribot Piano, Vocals [Vocal] – Diana Krall Written-By – Irving Berlin | 5:18 | |
| D3 | Singing In The Rain Bass – John Clayton Jr. Drums – Jeff Hamilton Guitar – Anthony Wilson Piano, Vocals [Vocal] – Diana Krall Written-By – Arthur Freed, Nacio Herb Brown | 3:27 |
| A1 | But Beautiful | 4:51 | |
| That’s All / Azure-Te | (4:05) | ||
| A2a | That’s All | ||
| A2b | Azure-Te | ||
| A3 | Autumn In New York | 5:19 | |
| B1 | Almost Like Being In Love | 3:40 | |
| B2 | More Than You Know | 3:57 | |
| B3 | Just You, Just Me | 2:24 | |
| B4 | There’s No You | 4:49 | |
| C1 | Don’t Smoke In Bed | 3:17 | |
| C2 | This Dream Of You | 7:02 | |
| D1 | I Wished On The Moon | 2:38 | |
| D2 | How Deep Is The Ocean | 5:18 | |
| D3 | Singing In The Rain | 3:27 |
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