Diana Krall - vocals, piano
Stuart Duncan - viola, guitar
Aram Bajakian - guitar
Patrick Warren - keyboards
Dennis Crouch - double bass
Karriem Riggins - drums

01. We Just Couldn't Say Goodbye
02. There Ain't No Sweet Man That's Worth the Salt of My Tears
03. Just Like a Butterfly That's Caught in the Rain
04. Everything's Made For Love
05. Let It Rain
06. Temptation (Tom Waits cover)
07. Peel Me a Grape
08. Frim Fram Sauce
09. A Man Needs A Maid / Heart of Gold (Neil Young cover)
10. I'm Gonna Sit Right Down and Write Myself a Letter (Fats Waller cover)
11. How Deep Is the Ocean? (Paul Whiteman & His Orchestra cover)
12. On the Sunny Side of the Street
13. Lonely Avenue
14. Just You, Just Me
15. I'm a Little Mixed Up