1) I've Heart That Song Before - Harry James ; His Orch
2) Frenesi - Artie Shaw ; His Orch
3) Paper Doll - Mills Brothers
4) Swinging on a Star - Bing Crosby/Williams Brothers Quartet/John Scott
5) I'll Never Smile Again - Tommy Dorsey ; His Orch
6) Amapola - Jimmy Dorsey ; His Orch/Bob Eberly
7) You'll Never Know - Dick Haymes ; the Song Spinners
8) Don't Fence Me in - Bing Crosby ; the Andrews Sisters
9) In the Mood - Glenn Miller ; His Orc
10) Star Dust - Artie Shaw ; Is Orc