A1 Stars Fell On Alabama Bass – Tyler Tornfelt Drums – Jim Keltner Vocals – Zooey Deschanel Vocals, Guitar – M. Ward Written-By – Frank Perkins, Mitchell Parish
A2 Oh No, Not My Baby Bass – Tyler Tornfelt Drums, Percussion – Jim Keltner Guitar, Bells, Percussion – M. Ward Tenor Saxophone, Flute – Doug Wieselman Trombone – Art Baron, Curtis Hasselbring Trumpet – Steven Bernstein Vocals – Zooey Deschanel Written-By – Carole King, Gerry Goffin*
A3 It's Not For Me To Say Bass – Tyler Tornfelt Bass Clarinet – Doug Wieselman Drums – Jim Keltner Guitar, Bells – M. Ward Oboe – Charlie Pillow* Piano – Nate Walcott Trombone – Art Baron, Curtis Hasselbring, Trombone Shorty Trumpet – Steven Bernstein Vocals – Zooey Deschanel Written-By – Al Stillman, Robert Allen (3)
A4 Stay Awhile Alto Saxophone, Flute – Charlie Pillow* Drums, Bass – Pierre De Reeder* Tenor Saxophone, Flute – Doug Wieselman Trombone – Art Baron, Curtis Hasselbring Trumpet – Steven Bernstein Vocals, Guitar – M. Ward Vocals, Piano – Zooey Deschanel Written-By – Ivor Raymonde, Mike Hawker
A5 This Girl's In Love With You Alto Saxophone, Flute – Charlie Pillow* Bass – Tyler Tornfelt Drums – Jim Keltner Guitar – M. Ward Tenor Saxophone, Flute – Doug Wieselman Trombone – Art Baron Trumpet – Steven Bernstein Vocals, Organ [Wurlitzer] – Zooey Deschanel Written-By – Burt Bacharach, Hal David*
A6 Time After Time Bass – Tyler Tornfelt Drums – Jim Keltner Trombone – Trombone Shorty Vocals – Zooey Deschanel Vocals, Guitar – M. Ward Written-By – Sammy Cahn, Jule Styne*
B1 She Backing Vocals – Zooey Deschanel Bass – Tim Luntzel Lead Vocals, Guitar, Bells, Percussion – M. Ward Percussion – Pierre De Reeder* Written-By – Charles Aznavour, Herbert Kretzmer
B2 Teach Me Tonight Bass – Tyler Tornfelt Clarinet – Doug Wieselman Cornet – Steven Bernstein Drums – Jim Keltner Guitar – M. Ward Trombone – Art Baron Vocals – Zooey Deschanel Written-By – Gene De Paul*, Sammy Cahn
B3 It's Always You Bass – Tyler Tornfelt Clarinet – Doug Wieselman Drums – Jim Keltner Flute – Charlie Pillow* Guitar – M. Ward Trombone – Art Baron, Curtis Hasselbring Trumpet – Steven Bernstein Vocals – Zooey Deschanel Written-By – James Van Heusen, Johnny Burke*
B4 Unchained Melody Featuring – The Chapin Sisters Guitar – M. Ward Vocals – Abigail Chapin, Lily Chapin, Zooey Deschanel Written-By – Alex North, Hy Zaret
B5 I'll Never Be Free Banjo – Boo Reiners Baritone Saxophone – Doug Wieselman Bass – Tyler Tornfelt Drums – Jim Keltner Flute – Charlie Pillow* Guitar, Bells – M. Ward Trombone – Art Baron, Curtis Hasselbring, Trombone Shorty Trumpet – Steven Bernstein Vocals – Zooey Deschanel Written-By – Bennie Benjamin, George David Weiss
B6 Would You Like To Take A Walk? Bass – Tyler Tornfelt Viola – Amanda Lawrence Violin – Tom Hagerman Vocals – Zooey Deschanel Vocals, Guitar – M. Ward Written-By – Billy Rose, Harry Warren (2), Mort Dixon
B7 We'll Meet Again Backing Vocals – Art Baron, Charlie Pillow*, Doug Wieselman, Steven Bernstein Trombone – Art Baron Vocals – Zooey Deschanel Vocals, Guitar – M. Ward Written-By – Hugh Charles*, Ross Parker