| A1	Baby I'm A Fool Written-By Melody Gardot
 3:31
 A2	If The Stars Were Mine
 Written-By Melody Gardot
 2:50
 A3	Who Will Comfort Me
 Written-By Melody Gardot
 4:57
 A4	Your Heart Is As Black As The Night
 Written-By Melody Gardot
 2:43
 A5	Love Undercover
 Written-By Melody Gardot
 4:26
 A6	Our Love Is Easy
 Written-By Jesse Harris, Melody Gardot
 5:29
 B1	Les Etoiles
 Written-By Melody Gardot
 3:20
 B2	The Rain
 Written-By Jesse Harris, Melody Gardot
 3:23
 B3	My One And Only Thrill
 Written-By Melody Gardot
 6:12
 B4	Deep Within The Corners Of My Mind
 Written-By Melody Gardot
 3:22
 B5	Over The Rainbow
 Written-By E.Y. Harburg, Harold Arlen
 4:33
 B6	If The Stars Were Mine (Orchestral Version)
 Written-By Melody Gardot
 3:14
 
 Alto Saxophone – Gary Foster (track 7)
 Arranged By [Strings], Conductor [Strings] – Vince Mendoza
 Backing Vocals – Bryan Rogers (track 3), Charlie Patierno (track 3), Ken Pendergast (track 3), Larry Klein (track 3), Patrick Hughes (track 3)
 Bass – Ken Pendergast (tracks: 1, 3, 4, 6 to 8, 11), Larry Klein (tracks: 5, 9)
 Cello – Cecilia Tsan (tracks: 1, 5, 6, 9 to 11), Christina Soule (tracks: 1, 6, 11), Ira Glansbeek (tracks: 5, 9, 10), Larry Corbett (tracks: 1, 5, 6, 9 to 11)
 Double Bass – Drew Dembowski (tracks: 1, 5, 6, 9 to 11), Nico Abondolo (tracks: 1, 5, 6, 9 to 11)
 Drums – Charlie Patierno (tracks: 1, 3, 7, 11), Vinnie Colaiuta (tracks: 4 to 6, 9)
 Harp – Amy Shulma (tracks: 1, 6, 11), Marcia Dickstein (tracks: 5, 9, 10)
 Organ [Hammond] – Larry Goldings (tracks: 3, 4)
 Percussion – Paulinho Da Costa (tracks: 2, 3, 11)
 Producer – Larry Klein
 Tenor Saxophone – Bryan Rogers (tracks: 3 to 8, 11)
 Trombone – Andy Martin (track 6)
 Trumpet – Patrick Hughes (tracks: 3 to 7, 11)
 Vibraphone – Behn Gillece (tracks: 6, 11)
 Viola – Alma Fernandey (tracks: 1, 5, 6, 9 to 11), David Walther (tracks: 1, 5, 6, 9 to 11), Jody Rubin (tracks: 6, 11), Roland Kato (tracks: 1, 5, 9, 10), Samuel Formicola (tracks: 1, 5, 6, 9 to 11)
 Violin – Audrey Solomon (tracks: 1, 5, 6, 9 to 11), Darius Campo (tracks: 1, 5, 6, 9 to 11), Irina Voloshina (tracks: 6, 11), Joel Derouin (tracks: 1, 5, 6, 9 to 11), Katia Popov (tracks: 1, 5, 6, 9 to 11), Kevin Connolly (tracks: 1, 5, 9, 10), Liane Mautner (tracks: 1, 5, 6, 9 to 11), Miran Kojian (tracks: 1, 5, 6, 9 to 11), Natalie Leggett (tracks: 1, 5, 6, 9 to 11), Roberto Cani (tracks: 1, 5, 6, 9 to 11), Robin Olson (tracks: 1, 5, 6, 9 to 11)
 Vocals, Guitar, Piano – Melody Gardot
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