A1 L.A. Is My Lady
Arranged By – Dave Matthews (3), Jerry Hey, Quincy Jones, Torry Zito*
Electric Piano [Solo] – Bob James
Guitar [Solo Fills] – George Benson
Percussion [Intro] – Ralph MacDonald
3:12
A2 The Best Of Everything
Arranged By – Joe Parnello
Saxophone [Alto Solo] – Frank Wess
2:45
A3 How Do You Keep The Music Playing
Arranged By – Joe Parnello
Piano – Joe Parnello
3:49
A4 Teach Me Tonight
Arranged By – Torrie Zito
3:44
A5 It's All Right With Me
Arranged By – Sam Nestico*
Guitar [Solo] – George Benson
2:39
B1 Mack The Knife
Arranged By – Frank Foster
Bass ["grunt" Solo] – Major "Mule" Holley*
Guitar [Solo] – George Benson
Trombone [Solo] – Urbie Green
Trumpet [Muted Solo] – Joe Newman
Vibraphone – Lionel Hampton
4:50
B2 Until The Real Thing Comes Along
Arranged By – Sam Nestico*
Trumpet [Muted Solo] – Joe Newman
3:03
B3 Stormy Weather
Arranged By – Sam Nestico*
Guitar [Solo] – Lee Ritenour
3:38
B4 If I Should Lose You
Arranged By – Sam Nestico*
2:36
B5 A Hundred Years From Today
Arranged By – Sam Nestico*
Trombone [Solo] – Urbie Green
3:04
B6 After You've Gone
Arranged By – Frank Foster
Vibraphone – Lionel Hampton
3:15
