Track listing

1. "Kelly's Blues" – 11:57
2. "Nighttime" – 10:11
3. Medley: "Love Ballade"/"If You Only Knew" – 10:57
4. "You Look Good to Me" (Seymour Lefco, Clement Wells) – 6:39
5. "Old Folks" (Dedette Lee Hill, Willard Robison
   Willard Robison
   Willard Robison was an American composer of popular song. Born in Shelbina, Missouri, his songs reflect a rural, melancholy theme steeped in Americana. Their warm style has drawn comparison to Hoagy Carmichael...
   
   ) – 6:43
6. "Reunion Blues" (Milt Jackson
   Milt Jackson
   Milton "Bags" Jackson was an American jazz vibraphonist, usually thought of as a bebop player, although he performed in several jazz idioms...
   
   ) – 7:17
7. "Song to Elitha" – 11:51

Performance

• Oscar Peterson
  Oscar Peterson
  Oscar Emmanuel Peterson was a Canadian jazz pianist and composer. He was called the "Maharaja of the keyboard" by Duke Ellington, "O.P." by his friends. He released over 200 recordings, won seven Grammy Awards, and received other numerous awards and honours over the course of his career...
  
   – piano
• Herb Ellis
  Herb Ellis
  Mitchell Herbert "Herb" Ellis was an American jazz guitarist. Perhaps best known for his 1950s membership in the trio of pianist Oscar Peterson, Ellis was also a staple of west-coast studio recording sessions, and was described by critic Scott Yanow as "an excellent bop-based guitarist with a...
  
   – guitar
• Ray Brown
  Ray Brown (musician)
  Raymond Matthews Brown was an American jazz double bassist.-Biography:Ray Brown was born in Pittsburgh, Pennsylvania, and had piano lessons from the age of eight. After noticing how many pianists attended his high school, he thought of taking up the trombone, but was unable to afford one...
  
   – double bass
• Bobby Durham
  Bobby Durham (Jazz musician)
  Bobby Durham , was an American jazz drummer.Durham was born in Philadelphia, Pennsylvania and learned to play drums while a child. He played with The Orioles at age 16, and was in a military band between 1956 and 1959. After his discharge he played with King James and Stan Hunter...
  
   - drums

Production

• Donald Elfman - liner notes
• Kenneth Harmann - engineer
• Jack Renner
• Robert Woods
  Robert Woods (producer)
  Robert Woods is a Grammy Award-winning classical music producer. Woods is a founder and former president of the independent record label Telarc International Corporation....
  
  - producer