Original Recordings (1935-1940)

1. From The RKO Picture "Top Hat" (1935)
2. From The RKO Picture "Follow The Fleet" (1936)
3. From "Follow The Fleet" (Continued)
4. From The RKO Picture "Swing Time" (1936)
5. From "Swing Time" (Continued)
6. From The RKO Picture "Shall We Dance" (1937)
7. From "Shall We Dance" (Continued)
8. From The RKO Picture "A Damsel In Distress" (1937)
9. From "A Damsel In Distress" (Continued)
10. From The RKO Picture "Carefree" (1938)
11. From The Paramount Picture "Second Chorus" (1940)

Side A

1. A1Cheek To Cheek
2. A2No Strings
3. A3Isn't This A Lovely Day
4. A4Top Hat, White Tie And Tails
5. A5The Piccolino
6. A6Let's Face The Music And Dance
7. A7I'm Putting All My Eggs In One Basket

Side B

1. B1We Saw The Sea
2. B2Let Yourself Go
3. B3I'd Rather Lead A Band
4. B4I'm Building Up To An Awful Let-Down
5. B5A Fine Romance (A Sarcastic Love Song) (Alt. Take)
6. B6A Fine Romance (Orig. Take)
7. B7The Way You Look To-Night

Side C

1. C1Never Gonna Dance
2. C2Pick Yourself Up
3. C3Bojangles Of Harlem
4. C4The Waltz In Swing Time
5. C5They Can't Take That Away From Me
6. C6They All Laughed

Side D

1. D1(I've Got) Beginner's Luck
2. D2Let's Call The Whole Thing Off
3. D3Shall We Dance
4. D4Slap That Bass
5. D5A Foggy Day
6. D6Things Are Looking Up

Side E

1. E1Nice Work If You Can Get It
2. E2I Can't Be Bothered Now
3. E3Change Partners
4. E4I Used To Be Color Blind
5. E5The Yam
6. E6The Yam Steps (Talking Between F. Astaire & R. Noble)

Side F

1. F1Love Of My Life
2. F2Poor Mister Chisholm
3. F3Me And The Ghost Upstairs
4. F4(I Ain't Hep To That Step But I'll) Dig It
5. F5Who Cares (So Long As You Care)
6. F6Just Like Taking Candy From A Baby

Performers

• Leo Reisman And His OrchestraORCHESTRA
• Johnny Green And His OrchestraORCHESTRA
• Ray Noble And His OrchestraORCHESTRA
• Les RobinsonALTO SAXOPHONE
• Toots MondelloALTO SAXOPHONE
• Benny GoodmanCLARINET
• Artie BernsteinDOUBLE BASS ACOUSTIC BASS BASS
• Nick FatoolDRUMS
• Charlie ChristianELECTRIC GUITAR
• Benny Goodman And His OrchestraORCHESTRA
• Johnny GuarnieriPIANO
• Bus BasseyTENOR SAXOPHONE
• Jerry JeromeTENOR SAXOPHONE
• Red BallardTROMBONE
• Ted VeselyTROMBONE
• Vernon BrownTROMBONE
• Irving GoodmanTRUMPET
• Jimmy MaxwellTRUMPET