Track listing

1. "Liza (All the Clouds'll Roll Away)
   Liza (All the Clouds'll Roll Away)
   "Liza " is a song composed by George Gershwin with lyrics by Ira Gershwin and Gus Kahn. It was introduced in 1929 by Ruby Keeler in Florenz Ziegfeld's musical Show Girl. The stage performances were accompanied by the Duke Ellington Orchestra...
   
   " (George Gershwin
   George Gershwin
   George Gershwin was an American composer and pianist. Gershwin's compositions spanned both popular and classical genres, and his most popular melodies are widely known...
   
   , Ira Gershwin
   Ira Gershwin
   Ira Gershwin was an American lyricist who collaborated with his younger brother, composer George Gershwin, to create some of the most memorable songs of the 20th century....
   
   , Gus Kahn
   Gus Kahn
   Gustav Gerson Kahn was a musician, songwriter and lyricist.-Biography:Kahn was born in Koblenz, Germany in 1886. The family emigrated from there to the United States and moved to Chicago, Illinois in 1890...
   
   ) – 4:15
2. "Indifference" (Joseph Colombo, Tony Murena) – 3:23
3. "Benny's/Pennies from Heaven
   Pennies from Heaven (song)
   "Pennies from Heaven" is a 1936 American popular song with music by Arthur Johnston and words by Johnny Burke. It was introduced by Bing Crosby in the 1936 film of the same name...
   
   " (Johnny Burke
   Johnny Burke (lyricist)
   Johnny Burke was a lyricist, widely regarded as one of the finest writers of popular songs in America between the 1920s and 1950s.-Biography:...
   
   , Arthur Johnston
   Arthur Johnston (composer)
   Arthur Johnston was a composer known for such works as “Mandy, Make Up Your Mind,” "Pennies From Heaven," and many others...
   
   ) – 4:30
4. "Blues for Marian (Waltz of the Holsteins)" (Ostroushko) – 6:25
5. "Beaumont Rag" (Traditional) – 3:16
6. "Tico-Tico" (Jose Abreu, Ervin Drake, Aloysio Oliveira) – 2:23
7. "Bring on Some Rain" (Ostroushko) – 6:49
8. "Fats Waller
   Fats Waller
   Fats Waller , born Thomas Wright Waller, was a jazz pianist, organist, composer, singer, and comedic entertainer...
   
    Medley: Jitterbug Waltz/Ain't Misbehavin'/Lulus's Back In Town" (Dubin, Waller, Warren) – 7:24
9. "Honeysuckle Rose
   Honeysuckle Rose (song)
   "Honeysuckle Rose" is a 1928 song composed by Fats Waller, whose lyrics were written by Andy Razaf. Fats Waller's 1934 recording was inducted in the Grammy Hall of Fame in 1999....
   
   " (Andy Razaf, Fats Waller) – 6:29

Personnel

• Peter Ostroushko – mandolin
  Mandolin
  A mandolin is a musical instrument in the lute family . It descends from the mandore, a soprano member of the lute family. The mandolin soundboard comes in many shapes—but generally round or teardrop-shaped, sometimes with scrolls or other projections. A mandolin may have f-holes, or a single...
  
  , fiddle
  Fiddle
  The term fiddle may refer to any bowed string musical instrument, most often the violin. It is also a colloquial term for the instrument used by players in all genres, including classical music...
  
  , guitar
  Guitar
  The guitar is a plucked string instrument, usually played with fingers or a pick. The guitar consists of a body with a rigid neck to which the strings, generally six in number, are attached. Guitars are traditionally constructed of various woods and strung with animal gut or, more recently, with...
  
  , vocals
• Jethro Burns – mandolin
• Bruce Calin – bass
• Johnny Gimble
  Johnny Gimble
  John Paul Gimble , better known as Johnny Gimble, is an American country musician associated with Western swing. He is an award-winning fiddle player and considered one of the most impressive fiddlers in the genre's history....
  
   – fiddle, mandolin
• Tim Hennessy – guitar
• Prudence Johnson
  Prudence Johnson
  Prudence Johnson is an American jazz and folk vocalist.-Biography:Prudence Johnson grew up in a musical family in Moose Lake, Minnesota. In the early 1970s, Prudence was a co-founder with Tim Sparks of the vocal jazz group Rio Nido...
  
   – vocals
• Tom Lewis – bass
• Red Maddock – drums
• Dean Magraw – guitar
• Butch Thompson
  Butch Thompson
  Butch Thompson is an American jazz pianist and clarinetist best known for his ragtime and stride performances....
  
  – clarinet, piano

Production notes

• Peter Ostroushko – producer
• Eric Peltoniemi – producer
• Bob Feldman – executive producer
• Tom Mudge – engineer
• Marge Ostroushko – assistant producer
• John Scherf – assistant engineer
• Judy Stone Nunneley – photography
• Ann Marsden – photography
• George Ostroushko – artwork, design