| 1-01 | Billie Holiday– | Body And Soul Alto Saxophone – Willie Smith (2) Bass – Red Callender Drums – Dave Coleman Guitar [Probably] – Irving Ashby Music By – John Green* Piano – Milt Raskin Tenor Saxophone [Probably] – Coleman Hawkins, Lester Young Trombone – Tommy Turk Trumpet – Joe Guy Trumpet [Probably] – Buck Clayton Words By – Edward Heyman, Frank Eyton, Robert Sour Alto Saxophone – Willie Smith (2) Bass – Red Callender Drums – Dave Coleman Guitar [Probably] – Irving Ashby Music By – John Green* Piano – Milt Raskin Tenor Saxophone [Probably] – Coleman Hawkins, Lester Young Trombone – Tommy Turk Trumpet – Joe Guy Trumpet [Probably] – Buck Clayton Words By – Edward Heyman, Frank Eyton, Robert Sour | 3:25 |
| 1-02 | Billie Holiday– | Strange Fruit Piano – Milt Raskin Words By, Music By – Lewis Allan Piano – Milt Raskin Words By, Music By – Lewis Allan | 2:57 |
| 1-03 | Billie Holiday– | Trav'lin' Light Music By – Jimmy Mundy, Trummy Young Piano – Milt Raskin Trombone – Tommy Turk Words By – Johnny Mercer Music By – Jimmy Mundy, Trummy Young Piano – Milt Raskin Trombone – Tommy Turk Words By – Johnny Mercer | 3:27 |
| 1-04 | Billie Holiday– | All Of Me Alto Saxophone – Willie Smith (2) Bass – Red Callender Drums – Dave Coleman Guitar [Probably] – Irving Ashby Piano – Milt Raskin Tenor Saxophone [Probably] – Coleman Hawkins, Lester Young Trombone – Tommy Turk Trumpet – Joe Guy Trumpet [Probably] – Buck Clayton Words By, Music By – Gerald Marks, Seymour Simons Alto Saxophone – Willie Smith (2) Bass – Red Callender Drums – Dave Coleman Guitar [Probably] – Irving Ashby Piano – Milt Raskin Tenor Saxophone [Probably] – Coleman Hawkins, Lester Young Trombone – Tommy Turk Trumpet – Joe Guy Trumpet [Probably] – Buck Clayton Words By, Music By – Gerald Marks, Seymour Simons | 2:01 |
| 1-05 | Billie Holiday– | (There Is) No Greater Love Music By – Isham Jones Piano – Bobby Tucker Words By – Marty Symes Music By – Isham Jones Piano – Bobby Tucker Words By – Marty Symes | 2:37 |
| 1-06 | Billie Holiday– | I Cover The Waterfront Music By – John Green* Piano – Bobby Tucker Words By – Edward Heyman Music By – John Green* Piano – Bobby Tucker Words By – Edward Heyman | 2:52 |
| 1-07 | Billie Holiday And Her Orchestra– | These Foolish Things (Remind Me Of You) Bass – Ray Brown Drums – Alvin Stoller Guitar – Barney Kessel Music By – Harry Link, Jack Strachey Piano – Oscar Peterson Words By – Holt Marvell (Eric Maschwitz)* Bass – Ray Brown Drums – Alvin Stoller Guitar – Barney Kessel Music By – Harry Link, Jack Strachey Piano – Oscar Peterson Words By – Holt Marvell (Eric Maschwitz)* | 3:34 |
| 1-08 | Billie Holiday And Her Orchestra– | Tenderly Bass – Ray Brown Drums – J.C. Heard Guitar – Barney Kessel Music By – Walter Gross Piano – Oscar Peterson Tenor Saxophone – Flip Phillips Trumpet – Charlie Shavers Words By – Jack Lawrence (2) Bass – Ray Brown Drums – J.C. Heard Guitar – Barney Kessel Music By – Walter Gross Piano – Oscar Peterson Tenor Saxophone – Flip Phillips Trumpet – Charlie Shavers Words By – Jack Lawrence (2) | 3:21 |
| 1-09 | Billie Holiday And Her Orchestra– | Autumn In New York Bass – Ray Brown Drums – J.C. Heard Guitar – Barney Kessel Piano – Oscar Peterson Words By, Music By – Vernon Duke Bass – Ray Brown Drums – J.C. Heard Guitar – Barney Kessel Piano – Oscar Peterson Words By, Music By – Vernon Duke | 3:52 |
| 1-10 | Billie Holiday And Her Lads Of Joy– | My Man Bass – Ray Brown Drums – J.C. Heard Guitar – Freddie Green Music By – Maurice Yvain Piano – Oscar Peterson Tenor Saxophone – Paul Quinichette Trumpet – Joe Newman Words By [English Words] – Channing Pollock Words By [French Words] – Albert Willemetz, Jacques Charles Bass – Ray Brown Drums – J.C. Heard Guitar – Freddie Green Music By – Maurice Yvain Piano – Oscar Peterson Tenor Saxophone – Paul Quinichette Trumpet – Joe Newman Words By [English Words] – Channing Pollock Words By [French Words] – Albert Willemetz, Jacques Charles | 2:37 |
| 1-11 | Billie Holiday And Her Lads Of Joy– | Stormy Weather Bass – Ray Brown Drums – J.C. Heard Guitar – Freddie Green Music By – Harold Arlen Piano – Oscar Peterson Trumpet – Joe Newman Words By – Ted Koehler Bass – Ray Brown Drums – J.C. Heard Guitar – Freddie Green Music By – Harold Arlen Piano – Oscar Peterson Trumpet – Joe Newman Words By – Ted Koehler | 3:39 |
| 1-12 | Billie Holiday And Her Lads Of Joy– | Yesterdays Bass – Ray Brown Drums – J.C. Heard Guitar – Freddie Green Music By – Jerome Kern Organ – Oscar Peterson Tenor Saxophone – Paul Quinichette Words By – Otto Harbach Bass – Ray Brown Drums – J.C. Heard Guitar – Freddie Green Music By – Jerome Kern Organ – Oscar Peterson Tenor Saxophone – Paul Quinichette Words By – Otto Harbach | 2:47 |
| 1-13 | Billie Holiday And Her Lads Of Joy– | (I Got A Man, Crazy For Me) He's Funny That Way Bass – Ray Brown Drums – J.C. Heard Guitar – Freddie Green Music By – Neil Moret (Charles N. Daniels)* Piano – Oscar Peterson Tenor Saxophone – Paul Quinichette Trumpet – Joe Newman Words By – Richard A. Whiting* Bass – Ray Brown Drums – J.C. Heard Guitar – Freddie Green Music By – Neil Moret (Charles N. Daniels)* Piano – Oscar Peterson Tenor Saxophone – Paul Quinichette Trumpet – Joe Newman Words By – Richard A. Whiting* | 3:09 |
| 1-14 | Billie Holiday And Her Orchestra– | What A Little Moonlight Can Do Bass – Ray Brown Drums – Ed Shaughnessy Guitar – Herb Ellis Piano – Oscar Peterson Trumpet – Charlie Shavers Words By, Music By – Harry Woods (2) Bass – Ray Brown Drums – Ed Shaughnessy Guitar – Herb Ellis Piano – Oscar Peterson Trumpet – Charlie Shavers Words By, Music By – Harry Woods (2) | 3:11 |
| 1-15 | Billie Holiday And Her Orchestra– | I Cried For You (Now It's Your Turn To Cry Over Me) Bass – Ray Brown Drums – Ed Shaughnessy Guitar – Herb Ellis Piano – Oscar Peterson Trumpet – Charlie Shavers Words By, Music By – Abe Lyman, Arthur Freed, Gus Arnheim Bass – Ray Brown Drums – Ed Shaughnessy Guitar – Herb Ellis Piano – Oscar Peterson Trumpet – Charlie Shavers Words By, Music By – Abe Lyman, Arthur Freed, Gus Arnheim | 2:27 |
| 1-16 | Billie Holiday And Her Orchestra– | Too Marvelous For Words Alto Saxophone – Willie Smith (2) Bass – Red Callender Drums – Chico Hamilton Guitar – Barney Kessel Music By – Richard A. Whiting* Piano – Bobby Tucker Trumpet – Harry "Sweets" Edison* Words By – Johnny Mercer Alto Saxophone – Willie Smith (2) Bass – Red Callender Drums – Chico Hamilton Guitar – Barney Kessel Music By – Richard A. Whiting* Piano – Bobby Tucker Trumpet – Harry "Sweets" Edison* Words By – Johnny Mercer | 2:12 |
| 1-17 | Billie Holiday With Tony Scott And His Orchestra– | I Wished On The Moon Bass – Leonard Gaskin Clarinet – Tony Scott (2) Drums – Cozy Cole Guitar – Billy Bauer Music By – Ralph Rainger Piano – Carl Drinkard Tenor Saxophone – Budd Johnson Trumpet – Charlie Shavers Words By – Dorothy Parker Bass – Leonard Gaskin Clarinet – Tony Scott (2) Drums – Cozy Cole Guitar – Billy Bauer Music By – Ralph Rainger Piano – Carl Drinkard Tenor Saxophone – Budd Johnson Trumpet – Charlie Shavers Words By – Dorothy Parker | 6:44 |
| 1-18 | Billie Holiday And Her Orchestra– | I Don't Want To Cry Anymore Alto Saxophone – Benny Carter Bass – John Simmons Drums – Larry Bunker Guitar – Barney Kessel Piano – Jimmy Rowles Trumpet – Harry "Sweets" Edison* Words By, Music By – Victor Schertzinger Alto Saxophone – Benny Carter Bass – John Simmons Drums – Larry Bunker Guitar – Barney Kessel Piano – Jimmy Rowles Trumpet – Harry "Sweets" Edison* Words By, Music By – Victor Schertzinger | 3:54 |
| 1-19 | Billie Holiday And Her Orchestra– | Prelude To A Kiss Alto Saxophone – Benny Carter Bass – John Simmons Drums – Larry Bunker Guitar – Barney Kessel Music By – Duke Ellington Piano – Jimmy Rowles Trumpet – Harry "Sweets" Edison* Words By – Irving Gordon, Irving Mills Alto Saxophone – Benny Carter Bass – John Simmons Drums – Larry Bunker Guitar – Barney Kessel Music By – Duke Ellington Piano – Jimmy Rowles Trumpet – Harry "Sweets" Edison* Words By – Irving Gordon, Irving Mills | 5:35 |
| 2-01 | Billie Holiday And Her Orchestra– | Nice Work If You Can Get It Alto Saxophone – Benny Carter Bass – John Simmons Drums – Larry Bunker Guitar – Barney Kessel Music By – George Gershwin Piano – Jimmy Rowles Trumpet – Harry "Sweets" Edison* Words By – Ira Gershwin Alto Saxophone – Benny Carter Bass – John Simmons Drums – Larry Bunker Guitar – Barney Kessel Music By – George Gershwin Piano – Jimmy Rowles Trumpet – Harry "Sweets" Edison* Words By – Ira Gershwin | 3:50 |
| 2-02 | Billie Holiday And Her Orchestra– | Come Rain Or Come Shine Alto Saxophone – Benny Carter Bass – John Simmons Drums – Larry Bunker Guitar – Barney Kessel Music By – Harold Arlen Piano – Jimmy Rowles Trumpet – Harry "Sweets" Edison* Words By – Johnny Mercer Alto Saxophone – Benny Carter Bass – John Simmons Drums – Larry Bunker Guitar – Barney Kessel Music By – Harold Arlen Piano – Jimmy Rowles Trumpet – Harry "Sweets" Edison* Words By – Johnny Mercer | 4:20 |
| 2-03 | Billie Holiday And Her Orchestra– | What's New? Alto Saxophone – Benny Carter Bass – John Simmons Celesta – Jimmy Rowles Drums – Larry Bunker Guitar – Barney Kessel Music By – Bob Haggart Words By – Johnny Burke Alto Saxophone – Benny Carter Bass – John Simmons Celesta – Jimmy Rowles Drums – Larry Bunker Guitar – Barney Kessel Music By – Bob Haggart Words By – Johnny Burke | 4:16 |
| 2-04 | Billie Holiday With Tony Scott And His Orchestra– | God Bless The Child Bass – Aaron Bell Clarinet, Arranged By – Tony Scott (2) Drums – Lennie McBrowne* Guitar – Kenny Burrell Piano – Wynton Kelly Tenor Saxophone – Paul Quinichette Trumpet – Charlie Shavers Words By, Music By – Arthur Herzog, Jr., Billie Holiday Bass – Aaron Bell Clarinet, Arranged By – Tony Scott (2) Drums – Lennie McBrowne* Guitar – Kenny Burrell Piano – Wynton Kelly Tenor Saxophone – Paul Quinichette Trumpet – Charlie Shavers Words By, Music By – Arthur Herzog, Jr., Billie Holiday | 3:58 |
| 2-05 | Billie Holiday And Her Orchestra– | Do Nothin' Till You Hear From Me Bass – Joe Mondragon Drums – Alvin Stoller Guitar – Barney Kessel Music By – Duke Ellington Piano – Jimmy Rowles Tenor Saxophone – Ben Webster Trumpet – Harry "Sweets" Edison* Words By – Bob Russell Bass – Joe Mondragon Drums – Alvin Stoller Guitar – Barney Kessel Music By – Duke Ellington Piano – Jimmy Rowles Tenor Saxophone – Ben Webster Trumpet – Harry "Sweets" Edison* Words By – Bob Russell | 4:13 |
| 2-06 | Billie Holiday And Her Orchestra– | April In Paris Bass – Joe Mondragon Drums – Alvin Stoller Guitar – Barney Kessel Music By – Vernon Duke Piano – Jimmy Rowles Tenor Saxophone – Ben Webster Trumpet – Harry "Sweets" Edison* Words By – E.Y. Harburg Bass – Joe Mondragon Drums – Alvin Stoller Guitar – Barney Kessel Music By – Vernon Duke Piano – Jimmy Rowles Tenor Saxophone – Ben Webster Trumpet – Harry "Sweets" Edison* Words By – E.Y. Harburg | 3:01 |
| 2-07 | Billie Holiday & Chico Hamilton– | Lady Sings The Blues Bass – Carson Smith Drums – Chico Hamilton Guitar – Kenny Burrell Music By – Herbie Nichols Piano – Tony Scott (2) Tenor Saxophone – Coleman Hawkins Trumpet – Roy Eldridge Words By – Billie Holiday Bass – Carson Smith Drums – Chico Hamilton Guitar – Kenny Burrell Music By – Herbie Nichols Piano – Tony Scott (2) Tenor Saxophone – Coleman Hawkins Trumpet – Roy Eldridge Words By – Billie Holiday | 2:39 |
| 2-08 | Billie Holiday & Chico Hamilton– | Don't Explain Bass – Carson Smith Drums – Chico Hamilton Guitar – Kenny Burrell Piano – Carl Drinkard Words By, Music By – Arthur Herzog, Jr., Billie Holiday Bass – Carson Smith Drums – Chico Hamilton Guitar – Kenny Burrell Piano – Carl Drinkard Words By, Music By – Arthur Herzog, Jr., Billie Holiday | 2:25 |
| 2-09 | Billie Holiday & Chico Hamilton– | Fine And Mellow Bass – Carson Smith Clarinet – Tony Scott (2) Drums – Chico Hamilton Guitar – Kenny Burrell Piano – Carl Drinkard Tenor Saxophone – Al Cohn Trumpet – Buck Clayton Words By, Music By – Billie Holiday Bass – Carson Smith Clarinet – Tony Scott (2) Drums – Chico Hamilton Guitar – Kenny Burrell Piano – Carl Drinkard Tenor Saxophone – Al Cohn Trumpet – Buck Clayton Words By, Music By – Billie Holiday | 3:21 |
| 2-10 | Billie Holiday And Her Orchestra– | I Didn't Know What Time It Was Bass – Red Mitchell Drums – Alvin Stoller Guitar – Barney Kessel Music By – Richard Rodgers Piano – Jimmy Rowles Tenor Saxophone – Ben Webster Trumpet – Harry "Sweets" Edison* Words By – Lorenz Hart Bass – Red Mitchell Drums – Alvin Stoller Guitar – Barney Kessel Music By – Richard Rodgers Piano – Jimmy Rowles Tenor Saxophone – Ben Webster Trumpet – Harry "Sweets" Edison* Words By – Lorenz Hart | 5:58 |
| 2-11 | Billie Holiday And Her Orchestra– | Stars Fell On Alabama Bass – Joe Mondragon Drums – Larry Bunker Guitar – Barney Kessel Music By – Frank Perkins Piano – Jimmy Rowles Tenor Saxophone – Ben Webster Trumpet – Harry "Sweets" Edison* Words By – Mitchell Parish Bass – Joe Mondragon Drums – Larry Bunker Guitar – Barney Kessel Music By – Frank Perkins Piano – Jimmy Rowles Tenor Saxophone – Ben Webster Trumpet – Harry "Sweets" Edison* Words By – Mitchell Parish | 4:27 |
| 2-12 | Billie Holiday And Her Orchestra– | One For My Baby (And One More For The Road) Bass – Joe Mondragon Drums – Larry Bunker Guitar – Barney Kessel Music By – Harold Arlen Piano – Jimmy Rowles Tenor Saxophone – Ben Webster Trumpet – Harry "Sweets" Edison* Words By – Johnny Mercer Bass – Joe Mondragon Drums – Larry Bunker Guitar – Barney Kessel Music By – Harold Arlen Piano – Jimmy Rowles Tenor Saxophone – Ben Webster Trumpet – Harry "Sweets" Edison* Words By – Johnny Mercer | 5:38 |
| 2-13 | Billie Holiday And Her Orchestra– | Gee Baby, Ain't I Good To You Bass – Red Mitchell Drums – Larry Bunker Guitar – Barney Kessel Piano – Jimmy Rowles Tenor Saxophone – Ben Webster Trumpet – Harry "Sweets" Edison* Words By – Andy Razaf Words By, Music By – Don Redman Bass – Red Mitchell Drums – Larry Bunker Guitar – Barney Kessel Piano – Jimmy Rowles Tenor Saxophone – Ben Webster Trumpet – Harry "Sweets" Edison* Words By – Andy Razaf Words By, Music By – Don Redman | 5:36 |
| 2-14 | Billie Holiday– | Lover Man (Oh, Where Can You Be?) Bass – Milt Hinton Drums – Don Lamond Piano – Mal Waldron Trumpet – Buck Clayton Words By, Music By – Jimmy Davis, Jimmy Sherman, Roger "Ram" Ramirez* Bass – Milt Hinton Drums – Don Lamond Piano – Mal Waldron Trumpet – Buck Clayton Words By, Music By – Jimmy Davis, Jimmy Sherman, Roger "Ram" Ramirez* | 3:08 |
| 2-15 | Billie Holiday With Ray Ellis And His Orchestra– | All The Way Alto Saxophone, Bass Clarinet – Romeo Penque Arranged By, Conductor – Ray Ellis Bass – Joe Benjamin Celesta – Hank Jones Drums – Osie Johnson Guitar – Kenny Burrell Harp – Janet Putnam Music By – Jimmy Van Heusen Words By – Sammy Cahn Alto Saxophone, Bass Clarinet – Romeo Penque Arranged By, Conductor – Ray Ellis Bass – Joe Benjamin Celesta – Hank Jones Drums – Osie Johnson Guitar – Kenny Burrell Harp – Janet Putnam Music By – Jimmy Van Heusen Words By – Sammy Cahn | 3:22 |
| 2-16 | Billie Holiday With Ray Ellis And His Orchestra– | Don't Worry 'Bout Me Alto Saxophone – Gene Quill Arranged By, Conductor – Ray Ellis Bass – Milt Hinton Drums – Osie Johnson Guitar – Barry Galbraith Harp – Janet Putnam Music By – Rube Bloom Piano – Hank Jones Words By – Ted Koehler Alto Saxophone – Gene Quill Arranged By, Conductor – Ray Ellis Bass – Milt Hinton Drums – Osie Johnson Guitar – Barry Galbraith Harp – Janet Putnam Music By – Rube Bloom Piano – Hank Jones Words By – Ted Koehler | 3:09 |
