Track listing

1. "As Time Goes By
   As Time Goes By (song)
   "As Time Goes By" is a song written by Herman Hupfeld in 1931. It became most famous in 1942 when it was sung by the character Sam in the movie Casablanca. The song was voted #2 on the AFI's 100 Years... 100 Songs special, commemorating the best songs in film. It was used as a fanfare for Warner...
   
   " (Herman Hupfeld
   Herman Hupfeld
   Herman Hupfeld was an American songwriter whose most notable composition was "As Time Goes By."-Biography:Hupfeld studied violin in Germany at 9. He was in the military during World War I, and he entertained camps and hospitals during World War II...
   
   ) – 2:48
2. "If You Go" (Geoffrey Parsons, Michel Emer) – 2:39
3. "Oh Love Hast Thou Forsaken Me" (William Bowers
   William Bowers
   William Bowers was a reporter in Long Beach, California before becoming a screenwriter and specializing in writing comedy westerns and also turned out several thrillers. His first credited screenplay was My Favorite Spy in 1942.During World War II Bowers served in the United States Army Air Forces...
   
   ) – 2:33
4. "Say It Isn't So" (Irving Berlin
   Irving Berlin
   Irving Berlin was an American composer and lyricist of Jewish heritage, widely considered one of the greatest songwriters in American history.His first hit song, "Alexander's Ragtime Band", became world famous...
   
   ) – 2:53
5. "I Wish I Didn't Love You So" (Frank Loesser
   Frank Loesser
   Frank Henry Loesser was an American songwriter who wrote the lyrics and scores to the Broadway hits Guys and Dolls and How To Succeed In Business Without Really Trying, among others. He won separate Tony Awards for the music and lyrics in both shows, as well as sharing the Pulitzer Prize for...
   
   ) – 2:45
6. "Maybe It's Because (I Love You Too Much)" (Berlin) – 2:01
7. "I'm Gonna Laugh You Right Out Of My Life" (Cy Coleman
   Cy Coleman
   Cy Coleman was an American composer, songwriter, and jazz pianist.-Life and career:He was born Seymour Kaufman on June 14, 1929, in New York City to Eastern European Jewish parents, and was raised in the Bronx. His mother, Ida was an apartment landlady and his father was a brickmason...
   
   , Joseph Allen McCarthy) – 2:44
8. "I Get Along Without You Very Well (Except Sometimes)
   I Get Along Without You Very Well (Except Sometimes)
   "I Get Along Without You Very Well" is a popular song composed by Hoagy Carmichael in 1939, with lyrics based on a poem written by Jane Brown Thompson...
   
   " (Hoagy Carmichael
   Hoagy Carmichael
   Howard Hoagland "Hoagy" Carmichael was an American composer, pianist, singer, actor, and bandleader. He is best known for writing "Stardust", "Georgia On My Mind", "The Nearness of You", and "Heart and Soul", four of the most-recorded American songs of all time.Alec Wilder, in his study of the...
   
   , Jane Brown Thompson) – 2:45
9. "(I Love Your) Gypsy Heart" (Peggy Lee
   Peggy Lee
   Peggy Lee was an American jazz and popular music singer, songwriter, composer, and actress in a career spanning six decades. From her beginning as a vocalist on local radio to singing with Benny Goodman's big band, she forged a sophisticated persona, evolving into a multi-faceted artist and...
   
   , Harry Sukman) – 2:26
10. "When I Was A Child" (Floyd Huddleston, Mark McIntyre) – 3:11
11. "Here's That Rainy Day
    Here's That Rainy Day
    "Here's That Rainy Day" is a popular song with music by Jimmy Van Heusen and lyrics by Johnny Burke, published in 1953. It was introduced by Dolores Gray in the Broadway musical Carnival in Flanders...
    
    " (Jimmy Van Heusen, Johnny Burke
    Johnny Burke (lyricist)
    Johnny Burke was a lyricist, widely regarded as one of the finest writers of popular songs in America between the 1920s and 1950s.-Biography:...
    
    ) – 2:46
12. "Smile" (Charles Chaplin, John Turner
    John Turner (lyricist)
    John Turner was the pseudonym used by the English lyricist James John Turner Phillips.He ran the Peter Maurice Music Company whose most important lyricist was Geoffrey Parsons. The company specialized in adapting songs originally in foreign languages into the English language. He would usually...
    
    , Geoffrey Parsons) – 2:18

Session notes

• Cuts 4, 6 Capitol Tower, 1750 North Vine, Hollywood, June 24, 1961 Dave Cavanaugh
  Dave Cavanaugh
  David Cavanaugh, also known as Dave Cavanaugh or occasionally Big Dave Cavanaugh, , was an American composer, arranger, musician and producer.-Early career:...
  
   (pdr), Quincy Jones
  Quincy Jones
  Quincy Delightt Jones, Jr. is an American record producer and musician. A conductor, musical arranger, film composer, television producer, and trumpeter. His career spans five decades in the entertainment industry and a record 79 Grammy Award nominations, 27 Grammys, including a Grammy Legend...
  
   (arr), Justin Gordon, Theodore Nash (f), Benny Carter
  Benny Carter
  Bennett Lester Carter was an American jazz alto saxophonist, clarinetist, trumpeter, composer, arranger, and bandleader. He was a major figure in jazz from the 1930s to the 1990s, and was recognized as such by other jazz musicians who called him King...
  
   (as), unknown (frh, str), Dennis Budimir, Al Hendrickson (g), Max Bennett (b), Victor Feldman
  Victor Feldman
  Victor Stanley Feldman was a British jazz musician, best known as a pianist.-Early history:...
  
   (p, vib), Stan Levey
  Stan Levey
  Stan Levey was an American jazz drummer. Born in Philadelphia, Levey is considered one of the earliest bebop drummers, one of the very few white drummers involved in the formative years of bebop and accepted as one of bop's most important drummers, along with Kenny Clarke and Max Roach...
  
  , Shelly Manne
  Shelly Manne
  Shelly Manne , born Sheldon Manne in New York City, was an American jazz drummer. Most frequently associated with West Coast jazz, he was known for his versatility and also played in a number of other styles, including Dixieland, swing, bebop, avant-garde jazz and fusion, as well as contributing...
  
   (d), Chino Pozo
  Chino Pozo
  Francisco "Chino" Pozo was a Cuban drummer.Pozo claimed to be the cousin of Chano Pozo, though this has been disputed. He was an autodidact on piano and bass, but concentrated on bongos, congas, and drums. He moved to the United States in 1937, and played with Machito from 1941–43 and with the...
  
   (bo, cng), Mike Gutierrez, Mel Zelnick
  Mel Zelnick
  Mel Zelnick was a jazz drummer worked for Benny Goodman, Lennie Tristano, and Boyd Raeburn. He also ran a music store with Terry Gibbs acting as a partner to help publicize the place. Along with bands he worked for Capitol Records for a time and accompanied Peggy Lee among others...
  
  (per), Peggy Lee (v)
• Cuts 2, 3, 9, 11 Capitol Tower, 1750 North Vine, Hollywood, June 23, 1961 Dave Cavanaugh (pdr), Quincy Jones (a), Justin Gordon, Theodore Nash (f), Benny Carter (as), unknown (frh, str), Dennis Budimir, Al Hendrickson (g), Max Bennett (b), Victor Feldman (p, vib), Stan Levey, Shelly Manne (d), Francisco "Chino" Pozo (bo, cng), Mike Gutierrez, Mel Zelnick (per), Peggy Lee (v)

• Cut 7 Capitol Tower, 1750 North Vine, Hollywood, June 22, 1961 - second session, Dave Cavanaugh (pdr), Quincy Jones (a), Justin Gordon, Theodore Nash (f), Benny Carter (as), unknown (frh, str), Dennis Budimir, Al Hendrickson (g), Max Bennett (b), Victor Feldman (p, vib), Stan Levey, Shelly Manne (d), Francisco "Chino" Pozo (bo, cng), Mike Gutierrez, Mel Zelnick (per), Peggy Lee (v)
• Cuts 1, 5, 10 June 22, 1961 Capitol Tower, 1750 North Vine St., Hollywood - first session, Dave Cavanaugh (pdr), Quincy Jones (a), Justin Gordon, Theodore Nash (f), Benny Carter (as), unknown (frh, str), Dennis Budimir, Al Hendrickson (g), Max Bennett (b), Victor Feldman (p, vib), Stan Levey, Shelly Manne (d), Francisco "Chino" Pozo (bo, cng), Mike Gutierrez, Mel Zelnick (per), Peggy Lee (v)
• Cuts 8, 12 Capitol Tower, 1750 North Vine, Hollywood, June 27, 1961 Quincy Jones (con), Dave Cavanaugh (pdr), unknown (f, frh, str), Dennis Budimir (g), Max Bennett (b), Victor Feldman (p, vib), Stan Levey (d), Francisco "Chino" Pozo (bo, cng), Peggy Lee (v)