William James "Count" Basie was an American jazz pianist, organist, bandleader, and composer. In 1935, Basie formed his own jazz orchestra, the Count Basie Orchestra, and in 1936 took them to Chicago for a long engagement and their first recording.

1 Take The "A" Train Bass – Jimmy Woode Baritone Saxophone – Harry Carney Alto Saxophone – Johnny Hodges, Russell Procope Tenor Saxophone – Jimmy Hamilton, Paul Gonsalves Drums – Jimmy Johnson (2), Sam Woodyard Trombone – Britt Woodman, John Sanders, Quentin "Butter" Jackson* Piano – Duke Ellington Trumpet – Fats Ford*, Cat Anderson, Clark Terry, Harold "Shorty" Baker*, Ray Nance 0:33 2 La Plus Belle Africaine Bass – John Lamb Baritone Saxophone – Harry Carney Alto Saxophone – Johnny Hodges, Russell Procope Tenor Saxophone – Paul Gonsalves Clarinet, Tenor Saxophone – Jimmy Hamilton Drums – Sam Woodyard Trombone – Buster Cooper, Chuck Connors, Lawrence Brown Piano – Duke Ellington Trumpet – Cat Anderson, Cootie Williams, Herbie Jones, Mercer Ellington, Ray Nance 13:57 3 Flirtibird Bass – Jimmy Woode Baritone Saxophone – Harry Carney Tenor Saxophone, Clarinet – Jimmy Hamilton Alto Saxophone – Johnny Hodges, Russell Procope Tenor Saxophone – Paul Gonsalves Drums – Jimmy Johnson (2), Sam Woodyard Trombone – Britt Woodman, John Sanders, Quentin "Butter" Jackson* Piano – Duke Ellington Trumpet – Fats Ford*, Cat Anderson, Clark Terry, Harold "Shorty" Baker*, Ray Nance 3:08 4 Diminuendo In Blue And Blow By Blow Alto Saxophone, Clarinet – Russell Procope Bass – John Lamb Baritone Saxophone – Harry Carney Alto Saxophone – Johnny Hodges Tenor Saxophone – Paul Gonsalves Clarinet, Tenor Saxophone – Jimmy Hamilton Drums – Sam Woodyard Trombone – Buster Cooper, Chuck Connors, Lawrence Brown Piano – Duke Ellington Trumpet – Cat Anderson, Cootie Williams, Herbie Jones, Mercer Ellington, Ray Nance 7:40 5 Loveless Love Bass – Sam Jones Alto Saxophone – Johnny Hodges Guitar – Les Spann Drums – Jo Jones Piano – Duke Ellington Trumpet – Harry "Sweets" Edison* 7:08 6 Going Up Bass – Al Hall Flute – Les Spann Alto Saxophone – Johnny Hodges Drums – Jo Jones Piano – Duke Ellington Trumpet – Harry "Sweets" Edison* 4:51 7 St. Louis Blues Bass – Sam Jones Alto Saxophone – Johnny Hodges Guitar – Les Spann Drums – Jo Jones Piano – Duke Ellington Trumpet – Harry "Sweets" Edison* 5:44 8 Stompy Jones Bass – Al Hall Alto Saxophone – Johnny Hodges Guitar – Les Spann Drums – Jo Jones Piano – Duke Ellington Trumpet – Harry "Sweets" Edison* 6:38 9 Caravan Alto Saxophone, Clarinet – Russell Procope Bass – Jimmy Woode Alto Saxophone – Johnny Hodges Tenor Saxophone – Frank Foster, Paul Gonsalves Baritone Saxophone, Bass Clarinet – Harry Carney Vocals – Ella Fitzgerald Drums – Sam Woodyard Trombone – Britt Woodman, John Sanders, Quentin "Butter" Jackson* Clarinet – Jimmy Hamilton Trumpet – Cat Anderson, Clark Terry, Ray Nance, Willie Cook Piano – Duke Ellington 3:50 10 Total Jazz (From "Portrait Of Ella Fiztgerald") Alto Saxophone, Clarinet – Russell Procope Bass – Jimmy Woode Alto Saxophone – Johnny Hodges Tenor Saxophone – Frank Foster, Paul Gonsalves Baritone Saxophone, Bass Clarinet – Harry Carney Drums – Sam Woodyard Trombone – Britt Woodman, John Sanders, Quentin "Butter" Jackson* Clarinet – Jimmy Hamilton Trumpet – Cat Anderson, Clark Terry, Ray Nance, Willie Cook Piano – Duke Ellington 3:24 11 Perdido Bass – Jimmy Woode Baritone Saxophone – Harry Carney Tenor Saxophone, Clarinet – Jimmy Hamilton Alto Saxophone – Johnny Hodges, Russell Procope Tenor Saxophone – Paul Gonsalves Drums – Jimmy Johnson (2), Sam Woodyard Trombone – Britt Woodman, John Sanders, Quentin "Butter" Jackson* Piano – Duke Ellington Trumpet – Fats Ford*, Cat Anderson, Clark Terry, Harold "Shorty" Baker*, Ray Nance 4:51 12 Jam With Sam Bass – John Lamb Trumpet – Cat Anderson, Cootie Williams, Herbie Jones, Mercer Ellington, Ray Nance Baritone Saxophone – Harry Carney Alto Saxophone – Johnny Hodges, Russell Procope Tenor Saxophone – Paul Gonsalves Drums – Sam Woodyard Trombone – Buster Cooper, Chuck Connors, Lawrence Brown Piano – Duke Ellington Clarinet, Saxophone [Tenor] – Jimmy Hamilton 4:07 13 Rockin' In Rhythm Alto Saxophone, Clarinet – Russell Procope Bass – Jimmy Woode Baritone Saxophone – Harry Carney Tenor Saxophone, Clarinet – Jimmy Hamilton Alto Saxophone – Johnny Hodges Tenor Saxophone – Paul Gonsalves Drums – Jimmy Johnson (2), Sam Woodyard Trombone – Britt Woodman, John Sanders, Quentin "Butter" Jackson* Piano – Duke Ellington Trumpet – Fats Ford*, Cat Anderson, Clark Terry, Harold "Shorty" Baker*, Ray Nance 4:06 Credits▼ Compiled By [Selected And Sequenced], Liner Notes [Sleeve Notes] – Peter Pullman Mastered By – Tom "Curly" Ruff* Producer [Additional Production Assistance] – Aric Lach Morrison Remastered By – Phil Schaap Notes▼ (p) & (c) 1994 PolyGram Records, Inc. Tracks 1, 3, 11, 13 recorded July 4, 1959 at the Newport Jazz Festival, Rhode Island. Tracks 2, 12 recorded July 29, 1966 at the International Festival of Jazz, Juan-les-Pins, France. Track 4 recorded July 26 or 27, 1966 at the International Festival of Jazz, Juan-les-Pins, France. Tracks 5 to 8 recorded February 20, 1959, in New York. Tracks 9 to 10 recorded June 25, 26 or 27, 1957 in New York City, Track 3 recorded July 4, 1959

William James "Count" Basie was an American jazz pianist, organist, bandleader, and composer. In 1935, Basie formed his own jazz orchestra, the Count Basie Orchestra, and in 1936 took them to Chicago for a long engagement and their first recording.

Jean Reinhardt, known to all by his Romani nickname Django, was a Belgian-born Romani-French jazz guitarist and composer. He was the first major jazz talent to emerge from Europe and remains the most significant.

Arthur Tatum Jr. was an American jazz pianist who is widely regarded as one of the greatest in his field. Tatum grew up in Toledo, Ohio, where he began playing piano professionally and had his own radio program, rebroadcast nationwide, while still in his teens.