| 1. Three Little Words | not rated | 3:20 |
| 2. Count Every Star | not rated | 2:44 |
| 3. It All Depends On You | not rated | 3:19 |
| 4. Neenah | not rated | 3:29 |
| 5. Jeepers Creepers | not rated | 3:09 |
| 6. Thou Swell | not rated | 2:56 |
| 7. September In The Rain | not rated | 3:09 |
| 8. Undercover Gilr Blues | not rated | 2:44 |
| 9. Frenesi | not rated | 3:02 |
| 10. Pete's Cafe | not rated | 3:36 |
| 11. Little Pee Blues | not rated | 2:41 |
| 12. Foggy Day | not rated | 2:51 |
| 13. In A Little Spanish Town | not rated | 3:14 |
| 14. Let's Fall In Love | not rated | 2:57 |
| 15. Down 'N' Adam | not rated | 2:57 |
| 16. Lester Swings | not rated | 2:33 |
| 17. Slow Motion Blues | not rated | 2:57 |
| 18. Count Every Star (Bonus Track) | not rated | 2:54 |
| 19. Neenah (Bonus Track) | not rated | 3:06 |
| 20. Neenah (Bonus Track) | not rated | 2:16 |
| 21. Thou Swell (Bonus Track) | not rated | 2:57 |
| 1:03:00 |
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