1		Out Of This World Music By Harold Arlen Words By Johnny Mercer 6:17 2		Not Like This Words By, Music By Jeremy Lubbock 3:03 3		I'm All Smiles Music By Michael Leonard Words By Herbert Martin 7:09 4		When I Grow Too Old To Dream Music By Sigmund Romberg Words By Oscar Hammerstein II 6:35 5		Some Of These Days Words By, Music By Shelton Brooks 3:58 6		Maybe Music By Roger Kellaway Words By K. Lawrence Donham 5:37 7		A Tender Thing Is Love Music By Torrie Zito Words By Jerry Ginsberg 4:16 8		Soon It's Gonna Rain Music By Harvey Schmidt Words By Tom Jones  4:40 9		Willow Weep For Me Words By, Music By Ann Ronell 7:44
  Bass – Red Mitchell Drums – Terry Clarke Piano, Arranged By Roger Kellaway Producer – Jean-Philippe Allard Soprano Saxophone, Tenor Saxophone – Wayne Shorter (tracks: 1, 9) Trumpet, Flugelhorn – Tom Harrell (tracks: 3, 4, 8) Vocals – Helen Merrill
  Recorded on July 31, August 1 & 2, 1991 in New York City and September 3, 1991 in Los Angeles |