| 1. Eugene Record, Barbara Acklin - Someone Else's Arms | not rated | 4:10 |
| 2. Eugene Record, Barbara Acklin - After You | not rated | 2:26 |
| 3. Eugene Record, Barbara Acklin - Is It Me | not rated | 3:37 |
| 4. Antonio Carlos Jobim, Gene Lees - Quiet Night Of Quiet Stars (Corcovado) | not rated | 3:35 |
| 5. Jerry Ragavoy, Mort Shuman - What's It Gonna Be | not rated | 3:29 |
| 6. Riz Ortolani, Nino Oliviero - More (Theme From "Mondo Cane") | not rated | 3:07 |
| 7. Eugene Record, Barbara Acklin - He's Just A Little Guy | not rated | 4:55 |
| 8. Pat Upton - More Today Than Yesterday | not rated | 3:14 |
| 9. David Clayton-Thomas - The Spinning Wheel | not rated | 3:25 |
| 10. Eugene Record, Carl Davis - More Ways Than One | not rated | 3:34 |
| 11. William Stevenson, Ivy Hunter, Clarence Paul - You've Been In Love Too Long | not rated | 3:02 |
| 38:34 |
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