1. Pick Yourself Up - Fred Astaire
2. Look For The Silver Lining - Jessie Matthews
3. The Song Is You - BBC Dance Orchestra
4. Smoke Gets In Your Eyes - Phyllis Robins
5. The Last Time I Saw Paris - Anne Shelton
6. I've Told Ev'ry Little Star - Mary Ellis
7. She Didn't Say 'Yes' - Peggy Wood
8. Make Believe - Benny Goodman & His Orchestra
9. Yesterdays - Billie Holiday
10. Whose Baby Are You? - George Gershwin
11. Why Was I Born? - Billie Holiday
12. Why Do I Love You? - Bix Beiderbecke (With Lou Raderman Orchestra)
13. Can't Help Lovin' Dat Man - Helen Morgan
14. I Might Grow Fonder Of You - Elsie Randolph Jack Hulbert
15. I'll Be Hard To Handle - Emil Coleman & His Riviera Orchestra
16. They Didn't Believe Me - Ambrose & His Orchestra
17. You Couldn't Be Cuter - Lew Stone & His Band
18. Never Gonna Dance - Fred Astaire
19. Something Had To Happen - Paul Whiteman & His Orchestra
20. Ol' Man River - Paul Robeson
21. The Folks Who Live On The Hill - Bing Crosby
