1. “Remind Me
   Remind Me (Dorothy Fields and Jerome Kern song)
   "Remind Me" is a 1940 song composed by Jerome Kern, with lyrics written by Dorothy Fields.It was written for the show One Night in the Tropics , where it was introduced by Peggy Moran.-Notable recordings:...
   
   ” (Jerome Kern
   Jerome Kern
   Jerome David Kern was an American composer of musical theatre and popular music. One of the most important American theatre composers of the early 20th century, he wrote more than 700 songs, used in over 100 stage works, including such classics as "Ol' Man River", "Can't Help Lovin' Dat Man", "A...
   
   , Dorothy Fields
   Dorothy Fields
   Dorothy Fields was an American librettist and lyricist.She wrote over 400 songs for Broadway musicals and films...
   
   )
2. “Out of This World
   Out of This World (Johnny Mercer song)
   "Out of This World" is an American popular song composed by Harold Arlen, with lyrics written by Johnny Mercer.It was introduced in the film Out of This World by Bing Crosby dubbing in for the voice of the main character played by Eddie Bracken....
   
   ” (Harold Arlen
   Harold Arlen
   Harold Arlen was an American composer of popular music, having written over 500 songs, a number of which have become known the world over. In addition to composing the songs for The Wizard of Oz, including the classic 1938 song, "Over the Rainbow,” Arlen is a highly regarded contributor to the...
   
   , Johnny Mercer
   Johnny Mercer
   John Herndon "Johnny" Mercer was an American lyricist, songwriter and singer. He is best known as a lyricist, but he also composed music. He was also a popular singer who recorded his own songs as well as those written by others...
   
   )
3. “You Wear Love So Well” (George Handy
   George Handy
   George Handy was a jazz music arranger, composer and pianist whose musical beginnings were fostered under the tutelage of pianist Aaron Copland...
   
   , Jack Segal
   Jack Segal
   Jack Segal was a composer of popular American songs...
   
   )
4. “Off Beat” (Leon Pober)
5. “The Bad and the Beautiful” (David Raksin
   David Raksin
   David Raksin was an American composer born in Philadelphia, Pennsylvania. With over 100 film scores and 300 television scores to his credit, he became known as the "Grandfather of Film Music." One of his earliest film assignments was as assistant to Charlie Chaplin in the composition of the score...
   
   , Dory Langdon
   Dory Previn
   Dory Previn, née Dorothy Veronica Langan , is an American lyricist, singer-songwriter and poet.During the late 1950s and 1960s she was a lyricist for motion picture songs, and with her first husband André Previn received several Academy Award nominations...
   
   )
6. “Who Cares About April?” (Ken Hanna
   Ken Hanna
   Kenneth L. Hanna was an American jazz trumpeter, arranger, composer and bandleader best known for his work with Stan Kenton. Hanna played in the trumpet section of the Stan Kenton Orchestra in the early 1940s and arranged many of Kenton's significant charts.-References:*Eugene Chadbourne, ,...
   
   , Hank Levy
   Hank Levy
   Hank Levy was an American jazz composer and saxophonist whose works often employed unusual time signatures...
   
   )
7. “You Say You Care” (Jule Styne
   Jule Styne
   Jule Styne was a British-born American songwriter especially famous for a series of Broadway musicals, which included several very well known and frequently revived shows.-Early life:...
   
   , Leo Robin
   Leo Robin
   Leo Robin was an American composer, lyricist and songwriter. He is probably best known for collaborating with Ralph Rainger on the 1938 Oscar-winning song "Thanks for the Memory," sung by Bob Hope in the film The Big Broadcast of 1938.-Biography:Robin was born in Pittsburgh, Pennsylvania, and...
   
   )
8. “Out of the Shadows” (Pete Rugolo, Bobby Troup
   Bobby Troup
   Robert William "Bobby" Troup Jr. was an American actor, jazz pianist and songwriter. He is best known for writing the popular standard " Route 66", and for his role as Dr...
   
   )
9. “A Sleepin' Bee
   A Sleepin' Bee
   "A Sleepin' Bee" is a popular song composed by Harold Arlen with lyrics by Arlen and Truman Capote. It was introduced in the musical House of Flowers by Diahann Carroll.The signature line is "When a bee lies sleeping In the palm of your hand ..."...
   
   ” (Harold Arlen, Truman Capote
   Truman Capote
   Truman Streckfus Persons , known as Truman Capote , was an American author, many of whose short stories, novels, plays, and nonfiction are recognized literary classics, including the novella Breakfast at Tiffany's and the true crime novel In Cold Blood , which he labeled a "nonfiction novel." At...
   
   )
10. “Somewhere If Not in Heaven” (Kenny Burrell
    Kenny Burrell
    Kenneth Earl "Kenny" Burrell is an American jazz guitarist. His playing is grounded in bebop and blues; he has performed and recorded with a wide range of jazz musicians.-Biography:...
    
    )

Personnel

• June Christy - vocals
• woodwinds including Bud Shank
  Bud Shank
  Clifford Everett "Bud" Shank, Jr. was an American alto saxophonist and flautist. He rose to prominence in the early 1950s playing lead alto and flute in Stan Kenton's Innovations in Modern Music Orchestra and throughout the decade worked in various small jazz combos. He spent the 1960s as a first...
  
   - also saxophone, flute
• Bob Cooper
  Bob Cooper (musician)
  Bob Cooper was a West Coast jazz musician known primarily for playing tenor saxophone, but also for being one of the first to play solos on oboe. He worked in Stan Kenton's band starting in 1945 and married the band's singer June Christy...
  
   - tenor saxophone, oboe
• Larry Bunker
  Larry Bunker
  Lawrence Benjamin "Larry" Bunker was an American jazz drummer, vibraphonist, and percussionist. He also played timpani with the Los Angeles Philharmonic orchestra.-Biography:...
  
   - vibraphone
• Pete Rugolo - arranger, conductor
• string quartet

• June Christy - vocals
• trumpets including Don Fagerquist
  Don Fagerquist
  Donald Fagerquist was a small group, big band, and studio jazz trumpet player from the West Coast of the United States...
  
  
• trombones including Frank Rosolino
  Frank Rosolino
  Frank Rosolino was an American jazz trombonist.- Biography :Born in Detroit, Michigan, Frank Rosolino studied the guitar with his father from the age of 9. He took up the trombone at age 14 while he was enrolled at Miller High School where he played with Milt Jackson in the school's stage band and...
  
  
• French horns
• woodwinds including Bud Shank - alto saxophone, flute
• Bob Cooper - tenor saxophone, oboe
• Joe Castro - piano
• Pete Rugolo - arranger, conductor