Track listing

1. "Downtown" (Russell Ferrante
   Russell Ferrante
   Russell Keith Ferrante is a jazz pianist from San Jose, California who is a founding member of the group Yellowjackets. During his early career, Ferrante performed with American blues singer Jimmy Witherspoon and guitarist Robben Ford. He also toured with Joni Mitchell. The group Yellowjackets...
   
   ) – 3:50
2. "My Foolish Heart
   My Foolish Heart (song)
   "My Foolish Heart" is a popular song that was published in 1949.The music was written by Victor Young and the lyrics by Ned Washington. The song was introduced by the singer Martha Mears in the 1949 film of the same name. The song failed to escape critics' general laceration of the film...
   
   " (Ned Washington
   Ned Washington
   Ned Washington was an American lyricist.-Biography:Washington was nominated for eleven Academy Awards from 1940 to 1962...
   
   , Victor Young
   Victor Young
   Victor Young was an American composer, arranger, violinist and conductor. He was born in Chicago.-Biography:...
   
   ) – 12:17
3. "Smoke Gets in Your Eyes
   Smoke Gets in Your Eyes
   "Smoke Gets in Your Eyes" is a show tune written by American composer Jerome Kern and lyricist Otto Harbach for their 1933 operetta Roberta. It was originally recorded by Gertrude Niesen, on 13 October 1933 on the Victor label 24454. It was performed by Irene Dunne for the 1935 film adaptation,...
   
   " (Otto Harbach
   Otto Harbach
   Otto Abels Harbach, born Otto Abels Hauerbach was an American lyricist and librettist of about 50 musical comedies...
   
   , Jerome Kern
   Jerome Kern
   Jerome David Kern was an American composer of musical theatre and popular music. One of the most important American theatre composers of the early 20th century, he wrote more than 700 songs, used in over 100 stage works, including such classics as "Ol' Man River", "Can't Help Lovin' Dat Man", "A...
   
   ) – 8:29
4. "Oh My God" (Sting) – 3:51
5. "Night Dreamer" (Kurt Elling
   Kurt Elling
   Kurt Elling is an American jazz vocalist, composer, lyricist and vocalese performer. Born in Chicago, Illinois, and raised in Rockford, Elling first became interested in music through his father, who was Kapellmeister at a Lutheran church...
   
   , Wayne Shorter
   Wayne Shorter
   Wayne Shorter is an American jazz saxophonist and composer.He is generally acknowledged to be jazz's greatest living composer, and many of his compositions have become standards...
   
   ) – 9:00
6. "(I Love You) For Sentimental Reasons
   (I Love You) For Sentimental Reasons
   " for Sentimental Reasons" is a popular song written by William "Pat" Best, later a founding member of The Four Tunes. The credits list Deek Watson, former founding member of The Ink Spots, as a co-writer, though Best has stated that Watson had nothing to do with the creation of the song...
   
   " (William Best, Deek Watson) – 5:19
7. Intro: (Esperanto) – 0:44
8. "Esperanto" (Elling, Vince Mendoza
   Vince Mendoza
   Vince Mendoza is a music arranger and composer.Mendoza was born in Connecticut and studied guitar as a child, influenced by classical music, soul and jazz. He then took up the trumpet, which he continued to play throughout his time at Ohio State University, where he played in the Jazz Ensemble and...
   
   ) – 1:44
9. "Don't Get Scared" (Stan Getz
   Stan Getz
   Stanley Getz was an American jazz saxophone player. Getz was known as "The Sound" because of his warm, lyrical tone, his prime influence being the wispy, mellow timbre of his idol, Lester Young. Coming to prominence in the late 1940s with Woody Herman's big band, Getz is described by critic Scott...
   
   , Jon Hendricks
   Jon Hendricks
   Jon Hendricks is an American jazz lyricist and singer. He is considered one of the originators of vocalese, which adds lyrics to existing instrumental songs and replaces many instruments with vocalists...
   
   , King Pleasure
   King Pleasure
   King Pleasure was a jazz vocalist and an early master of vocalese, where a singer sings words to a famous instrumental solo....
   
   ) – 5:15
10. Intro: (Goin' to Chicago) – 3:39
11. "Goin' to Chicago" (Traditional) – 8:19
12. Intro: (The Rent Party) – 0:44
13. "The Rent Party" (Elling, Ed Petersen) – 5:39
14. "Blues Chaser" (Rob Amster, Elling, Laurence Hobgood, Michael Raynor) – 1:28

Personnel

• Kurt Elling - vocals;
• Jon Hendricks
  Jon Hendricks
  Jon Hendricks is an American jazz lyricist and singer. He is considered one of the originators of vocalese, which adds lyrics to existing instrumental songs and replaces many instruments with vocalists...
  
   - vocals
• Kahil El'Zabar
  Kahil El'Zabar
  Kahil EL'Zabar is a jazz multi-instrumentalist and composer. He regularly records for Delmark Records. He joined the Association for the Advancement of Creative Musicians in the early 1970s, and became its chairman in 1975...
  
   - hand drums
• Michael Raynor - percussion, drums
• Laurence Hobgood - piano, producer
• Von Freeman
  Von Freeman
  Earle Lavon Freeman Sr. is an American hard bop jazz tenor saxophonist. He is the father of jazz saxophonist Chico Freeman.-Biography:...
  
   - tenor saxophone
  Tenor saxophone
  The tenor saxophone is a medium-sized member of the saxophone family, a group of instruments invented by Adolphe Sax in the 1840s. The tenor, with the alto, are the two most common types of saxophones. The tenor is pitched in the key of B, and written as a transposing instrument in the treble...
  
  
• Eddie Johnson
• Ed Petersen
• Rob Amster - strings, acoustic bass