Arranged By – Frank FosterBand – Count Basie OrchestraComposed By – Edward Eliscu, Vincent Youmans, William RoseVocals – George Benson

Arranged By – Frank FosterBand – Count Basie OrchestraComposed By – Frank Foster

Arranged By – Frank FosterBand – Count Basie OrchestraComposed By – Alan & Marilyn Bergman, Michel LegrandVocals – Carmen Bradford, George Benson

Arranged By – Frank FosterBand – Count Basie OrchestraComposed By – Bronislaw Kaper, Ned WashingtonVocals – George Benson

Arranged By – Frank FosterBrass – The New York HornsComposed By – Alonzo Tucker, Jackie WilsonVocals – George Benson

Arranged By – Bob OjedaBand – Count Basie OrchestraComposed By – Al Dubin, Harry Warren Vocals – George Benson

Arranged By – Robert FarnonBand – Robert Farnon And His OrchestraCo-producer – Al SchmittComposed By – Gordon Burdge, J. Russel RobinsonVocals – George Benson

Arranged By – Frank FosterBand – Count Basie OrchestraComposed By – Fred E. Ahlert, Roy TurkVocals – George Benson

Arranged By – Frank FosterBand – Count Basie OrchestraComposed By – Hoagy Carmichael, Johnny MercerVocals – George Benson

Arranged By – Frank FosterBand – Count Basie OrchestraComposed By – George Benson