Side one

1. "Paramount on Parade" (Janis, King) – 0:19
2. "My Own True Love" – 3:00
3. "Everybody's Talkin'
   Fred Neil (album)
   Fred Neil is the 1966 2nd album from Fred Neil, a pioneer Folk rock musician. The album has a more laid-back sound than his debut, and contains his legendary songs "Everybody's Talkin' " and "The Dolphins"...
   
   " (Fred Neil
   Fred Neil
   Fred Neil was an American folk singer-songwriter in the 1960s and early 1970s. He did not achieve commercial success as a performer, and is mainly known through other people's recordings of his material – particularly "Everybody's Talkin'", which became a hit for Harry Nilsson after being...
   
   ) – 2:56
4. "Terry Theme from Limelight" (Chaplin) – 2:50
5. "Emily
   Emily (Johnny Mandel and Johnny Mercer song)
   "Emily" is a popular song composed by Johnny Mandel, with lyrics by Johnny Mercer. It was the title song to the 1964 film The Americanization of Emily, where it was introduced by Julie Andrews. It has since been recorded by numerous artists, notably Bill Evans and Tony Bennett...
   
   " (Johnny Mandel
   Johnny Mandel
   Johnny Mandel is an American composer and arranger of popular songs, film music and jazz. Among the musicians he has worked with are Count Basie, Frank Sinatra, Peggy Lee, Anita O'Day, Barbra Streisand, and Shirley Horn.-Life:...
   
   , Johnny Mercer
   Johnny Mercer
   John Herndon "Johnny" Mercer was an American lyricist, songwriter and singer. He is best known as a lyricist, but he also composed music. He was also a popular singer who recorded his own songs as well as those written by others...
   
   ) – 2:28
6. "Charade" (Henry Mancini
   Henry Mancini
   Henry Mancini was an American composer, conductor and arranger, best remembered for his film and television scores. He won a record number of Grammy Awards , plus a Grammy Lifetime Achievement Award posthumously in 1995...
   
   , Johnny Mercer) – 3:46
7. "Paramount on Parade" (Janis, King) – 2:25

Side two

1. "Solace" – 2:49
2. "The Entertainer
   The Entertainer (rag)
   "The Entertainer" is sub-titled "A rag time two step", which was a form of dance popular until about 1911, and a style which was common among rags written at the time.Its structure is: Intro AA BB A CC Intro2 DD....
   
   " (Scott Joplin
   Scott Joplin
   Scott Joplin was an American composer and pianist. Joplin achieved fame for his ragtime compositions, and was later dubbed "The King of Ragtime". During his brief career, Joplin wrote 44 original ragtime pieces, one ragtime ballet, and two operas...
   
   ) – 2:17
3. "Over the Rainbow
   Over the Rainbow
   "Over the Rainbow" is a classic Academy Award-winning ballad song with music by Harold Arlen and lyrics by E.Y. Harburg. It was written for the movie The Wizard of Oz, and was sung by Judy Garland in the movie...
   
   " (Harold Arlen
   Harold Arlen
   Harold Arlen was an American composer of popular music, having written over 500 songs, a number of which have become known the world over. In addition to composing the songs for The Wizard of Oz, including the classic 1938 song, "Over the Rainbow,” Arlen is a highly regarded contributor to the...
   
   , E.Y. Harburg) – 2:55
4. "Somewhere, My Love
   Lara's Theme
   "Lara's Theme" is the generic name given to a leitmotif written for the film Doctor Zhivago by composer Maurice Jarre. Soon afterward, it became the basis of the song "Somewhere My Love."- Original composition :...
   
   " (Maurice Jarre
   Maurice Jarre
   Maurice-Alexis Jarre was a French composer and conductor.Although he composed several concert works, he is best known for his film scores, and is particularly known for his collaborations with film director David Lean. Jarre composed the scores to all of Lean's films since Lawrence of Arabia...
   
   , Paul Francis Webster
   Paul Francis Webster
   Paul Francis Webster was an American lyricist who won three Academy Awards for Best Song and was nominated sixteen times for the award.-Biography:...
   
   ) – 2:33
5. "A Man and a Woman" – 2:41
6. "Merrily We Roll Along" – 0:26

Personnel

• Chet Atkins - guitar, banjo, violin, viola
• Paul Yandell – guitar, high-strung guitar
• Boyce Hawkins – organ
• Larrie Londin
  Larrie Londin
  Ralph Gallant, better known by his stage name Larrie Londin , was an American drummer and session musician. Londin played with a wide range of artists including Journey and Steve Perry....
  
   – drums
• John Christopher – guitar
• Terry McMillan – harmonica
• Bobby Wood – piano
• Beegie Cruser – piano
• Mike Leach – bass
• Tommy Cogbill
  Tommy Cogbill
  Thomas Clark Cogbill, and known as Tommy Cogbill was an American bassist and record producer.Tommy Cogbill was born in Johnson Grove, Tennessee. He was a highly sought-after session and studio musician who appeared on many now-classic recordings of the 1960s and 1970s, especially those recorded in...
  
   – drums
• Billy Sanford – guitar
• Hayward Bishop – drums
• Ray Stevens – ARP

• Produced by Chet Atkins, Bob Ferguson
• Chuck Seitz – engineer
• Bubba Campbell – recording technician
• Roy Shockley – recording technician
• Ray Butts – recording technician
• John Knowles – arranger ("A Man and a Woman", "Merrily We Roll Along", "Solace", "The Entertainer")
• Lenny Breau
  Lenny Breau
  Leonard Harold "Lenny" Breau was a musician, guitar player, and music educator. He was known for blending many styles of music including: jazz, country, classical and flamenco guitar...
  
  – arranger ("Emily")