Track listing

1. "It's Only a Paper Moon
   It's Only a Paper Moon (song)
   "It's Only a Paper Moon" is a popular song. Published in 1933, it was written by Harold Arlen with lyrics by E. Y. Harburg and Billy Rose. It was written originally for an unsuccessful Broadway play called The Great Magoo, set in Coney Island. It was subsequently used in the movie Take a Chance, in...
   
   ", performed by Rufus Wainwright
   Rufus Wainwright
   Rufus McGarrigle Wainwright is an American-Canadian singer-songwriter. He has recorded six albums of original music, EPs, and tracks on compilations and film soundtracks.-Early years:...
   
    – 4:44
2. "As Long as I Live
   As Long as I Live
   "As Long as I Live" is a song composed by Harold Arlen, with lyrics by Ted Koehler, it was written for their last show at the Cotton Club Parade, in 1934...
   
   ", performed by Shannon McNally
   Shannon McNally
   Shannon McNally is an American singer-songwriter.Shannon was born in Hempstead, on Long Island. While studying anthropology at Franklin and Marshall College, McNally began singing and playing guitar in clubs. After graduating and honing her skills on the streets of Paris as a busker, McNally...
   
    – 3:32
3. "I Gotta Right to Sing the Blues
   I Gotta Right to Sing the Blues
   "I Gotta Right to Sing the Blues" is a popular song with music by Harold Arlen and the lyrics by Ted Koehler, published in 1932. The song has become a jazz and blues standard....
   
   ", performed by Mark Anthony Thompson – 6:08
4. "Stormy Weather / Ill Wind
   Ill Wind
   "Ill Wind " is a song composed by Harold Arlen, with lyrics by Ted Koehler, it was written for their last show at the Cotton Club Parade, in 1934....
   
    (Medley)", performed by Debbie Harry
   Debbie Harry
   Deborah Ann "Debbie" Harry is an American singer-songwriter and actress, best known for being the lead singer of the punk rock and new wave band Blondie. She has also had success as a solo artist, and in the mid-1990s she performed and recorded as part of The Jazz Passengers...
   
    – 5:20
5. "I Had a Love Once", performed by Jimmy Scott
   Jimmy Scott
   Jimmy Scott , aka "Little" Jimmy Scott, is an American jazz vocalist famous for his unusually high contralto voice which is due to Kallmann's syndrome, a very rare genetic condition. The condition stunted his growth at four feet eleven inches until, at age 37, he grew another 8 inches to the...
   
    – 2:53
6. "Kickin' the Gong Around", performed by David Johansen
   David Johansen
   David Roger Johansen is an American rock, protopunk, blues, and pop singer, as well as a songwriter and actor. He is best known as a member of the seminal protopunk band The New York Dolls and also achieved commercial success under the pseudonym Buster Poindexter.-Early life:Johansen was born in...
   
    – 3:26
7. "Last Night When We Were Young", performed by 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...
   
    – 3:12
8. "I've Got the World on a String
   I've Got the World on a String
   "I've Got The World on a String" is a 1932 popular song composed by Harold Arlen, with lyrics written by Ted Koehler. It was written for the 1932 Cotton Club Parade....
   
   ", performed by Steve Weisberg
   Steve Weisberg
   Steve Weisberg, born 1963 in Norfolk, Virginia, is a composer/arranger/pianist and international recording artist/producer. In the 80's, after studying with Michael Gibbs at Berklee College in Boston, Ma., he recorded the XtraWatt/ECM release "I Can't Stand Another Night Alone ," produced by Carla...
   
    – 3:46
9. "Blues in the Night
   Blues in the Night
   "Blues in the Night" is a popular song which has become a pop standard and is generally considered to be part of the Great American Songbook. The music was written by Harold Arlen, the lyrics by Johnny Mercer, for a 1941 film begun with the working title Hot Nocturne, but finally released as Blues...
   
   ", performed by Mary Margaret O'Hara
   Mary Margaret O'Hara
   Mary Margaret O'Hara is a Canadian singer-songwriter and actress, who has been hailed as one of the greatest cult heroines in rock music despite having released very few of her own recordings. She is best known for the critically acclaimed album Miss America, released in 1988.-Early stages:O'Hara...
   
    – 4:44
10. "Minnie the Moocher's Wedding Day", performed by The Boswell Sisters with The Dorsey Brothers
    The Dorsey Brothers
    The Dorsey Brothers were a studio group fronted by musicians Tommy and Jimmy Dorsey. They started recording under their name in 1928 with a series of studio recordings for the OKeh label...
    
     Orchestra – 3:06
11. "Get Happy
    Get Happy (song)
    "Get Happy" is a song composed by Harold Arlen, with lyrics written by Ted Koehler.It was the first song they wrote together, and was introduced by Ruth Etting in The Nine-Fifteen Revue in 1930....
    
    ", performed by Eric Mingus – 3:43
12. "Come Rain Or Come Shine", performed by Sandra Bernhard
    Sandra Bernhard
    Sandra Bernhard is an American comedian, singer, actress and author. She first gained attention in the late 1970s with her stand-up comedy in which she often bitterly critiques celebrity culture and political figures. Bernhard is number 97 on Comedy Central's list of the 100 greatest standups of...
    
     – 3:05
13. "I Wonder What Became of Me", performed by Rufus Wainwright – 3:38
14. "The Man That Got Away
    The Man that Got Away
    "The Man that Got Away" is a popular song, published in 1953 and was written for the 1954 version of the movie A Star Is Born. The music was written by Harold Arlen, and the lyrics by Ira Gershwin...
    
    ", performed by Ranee Lee
    Ranee Lee
    Ranee Lee, CM is a Canadian jazz vocalist and musician who resides in Montreal, Quebec.Lee toured North America in the 1970s as a jazz drummer and tenor saxophonist. She subsequently landed a starring role playing Billie Holiday in Lady Day, and won a Dora Mavor Moore Award for her performance...
    
     – 4:05
15. "Ac-Cent-Tchu-Ate the Positive
    Ac-Cent-Tchu-Ate the Positive
    "Ac-Cent-Tchu-Ate the Positive" is a popular song. The music was written by Harold Arlen and the lyrics by Johnny Mercer, and it was published in 1944. It is sung in the style of a sermon, and explains that accentuating the positive is key to happiness...
    
    ", performed by Steve Bernstein and Mary Margaret O'Hara – 2:54
16. "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...
    
    ", performed by Jimmy Scott – 2:58
17. "Stormy Weather", performed by Ranee Lee – 4:25

Personnel

• Ray Anderson – trombone
  Trombone
  The trombone is a musical instrument in the brass family. Like all brass instruments, sound is produced when the player’s vibrating lips cause the air column inside the instrument to vibrate...
  
  
• 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...
  
   – arranger
  Arrangement
  The American Federation of Musicians defines arranging as "the art of preparing and adapting an already written composition for presentation in other than its original form. An arrangement may include reharmonization, paraphrasing, and/or development of a composition, so that it fully represents...
  
  , performer
• Tex Arnold – piano
  Piano
  The piano is a musical instrument played by means of a keyboard. It is one of the most popular instruments in the world. Widely used in classical and jazz music for solo performances, ensemble use, chamber music and accompaniment, the piano is also very popular as an aid to composing and rehearsal...
  
  , backing vocalist
  Backing vocalist
  A backing vocalist or backing singer is a singer who provides vocal harmony with the lead vocalist or other backing vocalists...
  
  
• Joe Ascione
  Joe Ascione
  Joe Ascione is an American jazz drummer.Ascione began playing drums at age 2. His parents bought him his first drum set at age 4, and he was playing professionally by the time he was 12. As a teenager, he served as a roadie for Buddy Rich...
  
   – drums
• Rick Baptist – trumpet
  Trumpet
  The trumpet is the musical instrument with the highest register in the brass family. Trumpets are among the oldest musical instruments, dating back to at least 1500 BCE. They are played by blowing air through closed lips, producing a "buzzing" sound which starts a standing wave vibration in the air...
  
  
• Steve Berlin – horn
• Sandra Bernhard
  Sandra Bernhard
  Sandra Bernhard is an American comedian, singer, actress and author. She first gained attention in the late 1970s with her stand-up comedy in which she often bitterly critiques celebrity culture and political figures. Bernhard is number 97 on Comedy Central's list of the 100 greatest standups of...
  
   – performer
• Steven Bernstein – trumpet, arranger
• Eddie Bert
  Eddie Bert
  Eddie Bert is an American bebop jazz trombonist.His first job as a musician came in 1940 when he joined the Sam Donahue Orchestra, and then joined up with Red Norvo in 1941, later performing also with the bands of Stan Kenton and with Benny Goodman's bebop orchestra.He also recorded extensively as...
  
   – trombone, backing vocalist
• Chris Bleth – oboe
  Oboe
  The oboe is a double reed musical instrument of the woodwind family. In English, prior to 1770, the instrument was called "hautbois" , "hoboy", or "French hoboy". The spelling "oboe" was adopted into English ca...
  
  
• The Boswell Sisters
  Boswell Sisters
  The Boswell Sisters were a close harmony singing group, consisting of sisters Martha Boswell , Connee Boswell , and Helvetia "Vet" Boswell , noted for intricate harmonies and rhythmic experimentation...
  
   – performer
• Greg Cohen
  Greg Cohen
  A native of Los Angeles, bassist Greg Cohen has been playing in various acclaimed music groups since the '60s. He is perhaps best known for his work with John Zorn's Masada quartet; more recently he has been touring with Ornette Coleman, and performed on Coleman's much-praised Sound Grammar...
  
   – bass, arranger
• Jim Cox – piano
• Cenovia Cummins – violin
  Violin
  The violin is a string instrument, usually with four strings tuned in perfect fifths. It is the smallest, highest-pitched member of the violin family of string instruments, which includes the viola and cello....
  
  
• Ian Cuttler – art direction
  Art director
  The art director is a person who supervise the creative process of a design.The term 'art director' is a blanket title for a variety of similar job functions in advertising, publishing, film and television, the Internet, and video games....
  
  , design
• The Dorsey Brothers
  The Dorsey Brothers
  The Dorsey Brothers were a studio group fronted by musicians Tommy and Jimmy Dorsey. They started recording under their name in 1928 with a series of studio recordings for the OKeh label...
  
   – performer
• Andrew Downing – bass
• Tim Emmons – bass
• Peter Erskine – drums
• Lawrence Feldman – clarinet
  Clarinet
  The clarinet is a musical instrument of woodwind type. The name derives from adding the suffix -et to the Italian word clarino , as the first clarinets had a strident tone similar to that of a trumpet. The instrument has an approximately cylindrical bore, and uses a single reed...
  
  , alto saxophone
  Alto saxophone
  The alto saxophone is a member of the saxophone family of woodwind instruments invented by Belgian instrument designer Adolphe Sax in 1841. It is smaller than the tenor but larger than the soprano, and is the type most used in classical compositions...
  
  , backing vocalist
• Simon Fryer – cello
  Cello
  The cello is a bowed string instrument with four strings tuned in perfect fifths. It is a member of the violin family of musical instruments, which also includes the violin, viola, and double bass. Old forms of the instrument in the Baroque era are baryton and viol .A person who plays a cello is...
  
  
• Sam Furnace – baritone saxophone
  Baritone saxophone
  The baritone saxophone, often called "bari sax" , is one of the largest and lowest pitched members of the saxophone family. It was invented by Adolphe Sax. The baritone is distinguished from smaller sizes of saxophone by the extra loop near its mouthpiece...
  
  
• David Gale – trumpet, backing vocalist
• Jack Gale – trombone, arranger, backing vocalist
• Grant Geissman
  Grant Geissman
  Grant Geissman is a crossover jazz, contemporary jazz and new age guitarist and an Emmy-nominated composer for network TV series and TV movies. An in-demand studio musician, he has recorded extensively for several labels since 1976, and he can be heard playing guitar on the theme for Monk and...
  
   – 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...
  
  
• Vince Giordano
  Vince Giordano
  Vince Giordano is a musician, arranger, and leader of the New York-based Nighthawks Orchestra. Giordano specializes in the jazz styles of the 1920s and early 1930s. Giordano and the Nighthawks have contributed to a number of films and he is especially noted for orchestrations featured in the...
  
   – bass, backing vocalist
• Sophie Giraud – photography
  Photography
  Photography is the art, science and practice of creating durable images by recording light or other electromagnetic radiation, either electronically by means of an image sensor or chemically by means of a light-sensitive material such as photographic film...
  
  
• Richard Greene – violin
• John Gzowski – guitar
• Debbie Harry
  Debbie Harry
  Deborah Ann "Debbie" Harry is an American singer-songwriter and actress, best known for being the lead singer of the punk rock and new wave band Blondie. She has also had success as a solo artist, and in the mid-1990s she performed and recorded as part of The Jazz Passengers...
  
   – performer
• David Hidalgo – accordion
  Accordion
  The accordion is a box-shaped musical instrument of the bellows-driven free-reed aerophone family, sometimes referred to as a squeezebox. A person who plays the accordion is called an accordionist....
  
  
• Dan Higgins
  Dan Higgins
  Dan Higgins is an American saxophone and woodwind player. He has worked with such artists as Aerosmith, Stevie Wonder, Neil Diamond, Al Jarreau, Maroon 5, Kenny Loggins, Barry Manilow, Elton John, Go West, The Temptations, Lionel Richie, Joe Cocker and Eros Ramazzotti. He's also got over 300 motion...
  
   – saxophone
  Saxophone
  The saxophone is a conical-bore transposing musical instrument that is a member of the woodwind family. Saxophones are usually made of brass and played with a single-reed mouthpiece similar to that of the clarinet. The saxophone was invented by the Belgian instrument maker Adolphe Sax in 1846...
  
  
• Viliam Hrubovcak – photography
• Greg Huckins – saxophone
• Fujice Imajishi – violin
• Scott Irvine
  Scott Irvine
  Scott Irvine is a Canadian composer, arranger, and tuba player based in Toronto. An associate of the Canadian Music Centre and a member of the Canadian League of Composers, he has been commissioned to compose works by numerous organizations, including the Canadian Broadcasting Corporation, the...
  
   – tuba
  Tuba
  The tuba is the largest and lowest-pitched brass instrument. Sound is produced by vibrating or "buzzing" the lips into a large cupped mouthpiece. It is one of the most recent additions to the modern symphony orchestra, first appearing in the mid-19th century, when it largely replaced the...
  
  
• David Johansen
  David Johansen
  David Roger Johansen is an American rock, protopunk, blues, and pop singer, as well as a songwriter and actor. He is best known as a member of the seminal protopunk band The New York Dolls and also achieved commercial success under the pseudonym Buster Poindexter.-Early life:Johansen was born in...
  
   – performer
• John "Woog" Johnson – clarinet, 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...
  
  
• Alastair Kay – trombone
• Peter Kent – concert master
  Concertmaster
  The concertmaster/mistress is the spalla or leader, of the first violin section of an orchestra. In the UK, the term commonly used is leader...
  
  
• Arnie Kinsella – drums, backing vocalist
• Brian Koonin – banjo
  Banjo
  In the 1830s Sweeney became the first white man to play the banjo on stage. His version of the instrument replaced the gourd with a drum-like sound box and included four full-length strings alongside a short fifth-string. There is no proof, however, that Sweeney invented either innovation. This new...
  
  , guitar, arranger, backing vocalist
• Ron Lawrence – viola
  Viola
  The viola is a bowed string instrument. It is the middle voice of the violin family, between the violin and the cello.- Form :The viola is similar in material and construction to the violin. A full-size viola's body is between and longer than the body of a full-size violin , with an average...
  
  
• Emily Lazar – mastering
  Audio mastering
  Mastering, a form of audio post-production, is the process of preparing and transferring recorded audio from a source containing the final mix to a data storage device ; the source from which all copies will be produced...
  
  

• Ranee Lee
  Ranee Lee
  Ranee Lee, CM is a Canadian jazz vocalist and musician who resides in Montreal, Quebec.Lee toured North America in the 1970s as a jazz drummer and tenor saxophonist. She subsequently landed a starring role playing Billie Holiday in Lady Day, and won a Dora Mavor Moore Award for her performance...
  
   – performer
• J.T. Lewis – drums
• Eric Liljestrand – engineer
  Audio engineering
  An audio engineer, also called audio technician, audio technologist or sound technician, is a specialist in a skilled trade that deals with the use of machinery and equipment for the recording, mixing and reproduction of sounds. The field draws on many artistic and vocational areas, including...
  
  , mixing
  Audio mixing (recorded music)
  In audio recording, audio mixing is the process by which multiple recorded sounds are combined into one or more channels, most commonly two-channel stereo. In the process, the source signals' level, frequency content, dynamics, and panoramic position are manipulated and effects such as reverb may...
  
  
• John MacLeod – trumpet
• Rusty McCarthy – guitar
• Shannon McNally
  Shannon McNally
  Shannon McNally is an American singer-songwriter.Shannon was born in Hempstead, on Long Island. While studying anthropology at Franklin and Marshall College, McNally began singing and playing guitar in clubs. After graduating and honing her skills on the streets of Paris as a busker, McNally...
  
   – performer
• Michael Melvoin
  Mike Melvoin
  Mike Melvoin is an American jazz pianist.Melvoin began on piano at age three. He studied English at Dartmouth College, graduating in 1959, but decided to pursue a career in music. After moving to Los Angeles in 1961, he played with Frank Rosolino, Leroy Vinnegar, Gerald Wilson, Paul Horn, Terry...
  
   – piano
• Eric Mingus – performer
• Maxim Moston – violin
• Roy Nathanson
  Roy Nathanson
  Roy Nathanson has a varied career as a saxophonist, composer, bandleader, actor and teacher. He is leader and principal composer of the Jazz Passengers, a six piece group that he founded with Curtis Fowlkes in 1987. They have toured Europe many times and played at major festivals in Finland,...
  
   – arranger, alto saxophone
• Milton Nelson – orchestration
  Orchestration
  Orchestration is the study or practice of writing music for an orchestra or of adapting for orchestra music composed for another medium...
  
  
• Mary Margaret O'Hara
  Mary Margaret O'Hara
  Mary Margaret O'Hara is a Canadian singer-songwriter and actress, who has been hailed as one of the greatest cult heroines in rock music despite having released very few of her own recordings. She is best known for the critically acclaimed album Miss America, released in 1988.-Early stages:O'Hara...
  
   – arranger, performer
• Earl Palmer – drums
• Van Dyke Parks
  Van Dyke Parks
  Van Dyke Parks is an American composer, arranger, producer, musician, singer, author and actor. Parks is perhaps best known for his contributions as a lyricist on the Beach Boys album Smile....
  
   – arranger, conductor
  Conducting
  Conducting is the art of directing a musical performance by way of visible gestures. The primary duties of the conductor are to unify performers, set the tempo, execute clear preparations and beats, and to listen critically and shape the sound of the ensemble...
  
  
• Mark Pender
  Mark Pender
  Mark "The Loveman" Pender is a trumpet player and vocalist who has played with Southside Johnny, Little Steven and Bruce Springsteen. Since 1993 he has performed on Late Night With Conan O'Brien and The Tonight Show with Conan O'Brien as a member of The Max Weinberg 7 and The Tonight Show Band...
  
   – trumpet, backing vocalist
• Bucky Pizzarelli
  Bucky Pizzarelli
  John Paul "Bucky" Pizzarelli is an American Jazz guitarist and banjoist, and the father of jazz guitarist John Pizzarelli and upright bassist Martin Pizzarelli. Pizzarelli has also worked for NBC as a staffman for Dick Cavett and also ABC with Bobby Rosengarden in...
  
   – guitar
• Mark Promane – flute
  Flute
  The flute is a musical instrument of the woodwind family. Unlike woodwind instruments with reeds, a flute is an aerophone or reedless wind instrument that produces its sound from the flow of air across an opening...
  
  , alto saxophone
• Jon Regen – arranger, keyboards
  Keyboard instrument
  A keyboard instrument is a musical instrument which is played using a musical keyboard. The most common of these is the piano. Other widely used keyboard instruments include organs of various types as well as other mechanical, electromechanical and electronic instruments...
  
  
• Sarah Register – assistant mastering engineer
• Gerald Robinson – bassoon
  Bassoon
  The bassoon is a woodwind instrument in the double reed family that typically plays music written in the bass and tenor registers, and occasionally higher. Appearing in its modern form in the 19th century, the bassoon figures prominently in orchestral, concert band and chamber music literature...
  
  
• Jay Rodriguez – tenor saxophone
• Adam Rogers – guitar
• John Rosenberg – music contractor
• Jane Scarpantoni
  Jane Scarpantoni
  Jane Scarpantoni is a classically trained cello player who has played on a number of alternative rock albums.She was a member of Hoboken, New Jersey's Tiny Lights in the mid-'80s, then went on to play with other musicians especially those associated with the Hoboken underground rock scene of the...
  
   – arranger, conductor
• Terrence Schonig – percussion
  Percussion instrument
  A percussion instrument is any object which produces a sound when hit with an implement or when it is shaken, rubbed, scraped, or otherwise acted upon in a way that sets the object into vibration...
  
  
• Little Jimmy Scott
  Jimmy Scott
  Jimmy Scott , aka "Little" Jimmy Scott, is an American jazz vocalist famous for his unusually high contralto voice which is due to Kallmann's syndrome, a very rare genetic condition. The condition stunted his growth at four feet eleven inches until, at age 37, he grew another 8 inches to the...
  
   – performer
• Lee Sklar – bass
• Roxanne Slimak – art direction, design
• Michael Sloski – drums
• James Spragg – trumpet
• Edmund Stein – violin
• Rob Thomas – violin
• Ernie Tollar – flute, alto saxophone
• Jerry Vivino – clarinet, tenor saxophone, backing vocalist
• Rufus Wainwright
  Rufus Wainwright
  Rufus McGarrigle Wainwright is an American-Canadian singer-songwriter. He has recorded six albums of original music, EPs, and tracks on compilations and film soundtracks.-Early years:...
  
   – arranger, performer
• Larry Weinstein – liner notes
  Liner notes
  Liner notes are the writings found in booklets which come inserted into the compact disc jewel case or the equivalent packaging for vinyl records and cassettes.-Origin:...
  
  
• Steve Weisberg
  Steve Weisberg
  Steve Weisberg, born 1963 in Norfolk, Virginia, is a composer/arranger/pianist and international recording artist/producer. In the 80's, after studying with Michael Gibbs at Berklee College in Boston, Ma., he recorded the XtraWatt/ECM release "I Can't Stand Another Night Alone ," produced by Carla...
  
   – arranger, conductor
• Perry White – flute, baritone saxophone, tenor saxophone
• Sharon Williams – choir master
• Hal Willner
  Hal Willner
  Hal Willner is an American music producer working in recording, films, TV and live events. He is best known for assembling tribute albums and events featuring a wide variety of artists and musical styles...
  
   – producer
  Record producer
  A record producer is an individual working within the music industry, whose job is to oversee and manage the recording of an artist's music...
  
  , liner notes
• Chuck Wilson – alto saxophone, backing vocalist
• Hawksley Workman
  Hawksley Workman
  Ryan Corrigan , better known by the stage name Hawksley Workman, is a Canadian rock singer-songwriter who has garnered critical acclaim for his blend of cabaret pop and glam rock. Workman has released eleven full length albums throughout his career...
  
   – performer
• Maurice Wozniak – euphonium
  Euphonium
  The euphonium is a conical-bore, tenor-voiced brass instrument. It derives its name from the Greek word euphonos, meaning "well-sounding" or "sweet-voiced"...
  
  
• Garo Yellin – cello