William James "Count" Basie was an American jazz pianist, organist, bandleader, and composer. In 1935, Basie formed his own jazz orchestra, the Count Basie Orchestra, and in 1936 took them to Chicago for a long engagement and their first recording.

1 Take The "A" Train
Bass – Jimmy Woode
Baritone Saxophone – Harry Carney
Alto Saxophone – Johnny Hodges, Russell Procope
Tenor Saxophone – Jimmy Hamilton, Paul Gonsalves
Drums – Jimmy Johnson (2), Sam Woodyard
Trombone – Britt Woodman, John Sanders, Quentin "Butter" Jackson*
Piano – Duke Ellington
Trumpet – Fats Ford*, Cat Anderson, Clark Terry, Harold "Shorty" Baker*, Ray Nance
0:33
2 La Plus Belle Africaine
Bass – John Lamb
Baritone Saxophone – Harry Carney
Alto Saxophone – Johnny Hodges, Russell Procope
Tenor Saxophone – Paul Gonsalves
Clarinet, Tenor Saxophone – Jimmy Hamilton
Drums – Sam Woodyard
Trombone – Buster Cooper, Chuck Connors, Lawrence Brown
Piano – Duke Ellington
Trumpet – Cat Anderson, Cootie Williams, Herbie Jones, Mercer Ellington, Ray Nance
13:57
3 Flirtibird
Bass – Jimmy Woode
Baritone Saxophone – Harry Carney
Tenor Saxophone, Clarinet – Jimmy Hamilton
Alto Saxophone – Johnny Hodges, Russell Procope
Tenor Saxophone – Paul Gonsalves
Drums – Jimmy Johnson (2), Sam Woodyard
Trombone – Britt Woodman, John Sanders, Quentin "Butter" Jackson*
Piano – Duke Ellington
Trumpet – Fats Ford*, Cat Anderson, Clark Terry, Harold "Shorty" Baker*, Ray Nance
3:08
4 Diminuendo In Blue And Blow By Blow
Alto Saxophone, Clarinet – Russell Procope
Bass – John Lamb
Baritone Saxophone – Harry Carney
Alto Saxophone – Johnny Hodges
Tenor Saxophone – Paul Gonsalves
Clarinet, Tenor Saxophone – Jimmy Hamilton
Drums – Sam Woodyard
Trombone – Buster Cooper, Chuck Connors, Lawrence Brown
Piano – Duke Ellington
Trumpet – Cat Anderson, Cootie Williams, Herbie Jones, Mercer Ellington, Ray Nance
7:40
5 Loveless Love
Bass – Sam Jones
Alto Saxophone – Johnny Hodges
Guitar – Les Spann
Drums – Jo Jones
Piano – Duke Ellington
Trumpet – Harry "Sweets" Edison*
7:08
6 Going Up
Bass – Al Hall
Flute – Les Spann
Alto Saxophone – Johnny Hodges
Drums – Jo Jones
Piano – Duke Ellington
Trumpet – Harry "Sweets" Edison*
4:51
7 St. Louis Blues
Bass – Sam Jones
Alto Saxophone – Johnny Hodges
Guitar – Les Spann
Drums – Jo Jones
Piano – Duke Ellington
Trumpet – Harry "Sweets" Edison*
5:44
8 Stompy Jones
Bass – Al Hall
Alto Saxophone – Johnny Hodges
Guitar – Les Spann
Drums – Jo Jones
Piano – Duke Ellington
Trumpet – Harry "Sweets" Edison*
6:38
9 Caravan
Alto Saxophone, Clarinet – Russell Procope
Bass – Jimmy Woode
Alto Saxophone – Johnny Hodges
Tenor Saxophone – Frank Foster, Paul Gonsalves
Baritone Saxophone, Bass Clarinet – Harry Carney
Vocals – Ella Fitzgerald
Drums – Sam Woodyard
Trombone – Britt Woodman, John Sanders, Quentin "Butter" Jackson*
Clarinet – Jimmy Hamilton
Trumpet – Cat Anderson, Clark Terry, Ray Nance, Willie Cook
Piano – Duke Ellington
3:50
10 Total Jazz (From "Portrait Of Ella Fiztgerald")
Alto Saxophone, Clarinet – Russell Procope
Bass – Jimmy Woode
Alto Saxophone – Johnny Hodges
Tenor Saxophone – Frank Foster, Paul Gonsalves
Baritone Saxophone, Bass Clarinet – Harry Carney
Drums – Sam Woodyard
Trombone – Britt Woodman, John Sanders, Quentin "Butter" Jackson*
Clarinet – Jimmy Hamilton
Trumpet – Cat Anderson, Clark Terry, Ray Nance, Willie Cook
Piano – Duke Ellington
3:24
11 Perdido
Bass – Jimmy Woode
Baritone Saxophone – Harry Carney
Tenor Saxophone, Clarinet – Jimmy Hamilton
Alto Saxophone – Johnny Hodges, Russell Procope
Tenor Saxophone – Paul Gonsalves
Drums – Jimmy Johnson (2), Sam Woodyard
Trombone – Britt Woodman, John Sanders, Quentin "Butter" Jackson*
Piano – Duke Ellington
Trumpet – Fats Ford*, Cat Anderson, Clark Terry, Harold "Shorty" Baker*, Ray Nance
4:51
12 Jam With Sam
Bass – John Lamb
Trumpet – Cat Anderson, Cootie Williams, Herbie Jones, Mercer Ellington, Ray Nance
Baritone Saxophone – Harry Carney
Alto Saxophone – Johnny Hodges, Russell Procope
Tenor Saxophone – Paul Gonsalves
Drums – Sam Woodyard
Trombone – Buster Cooper, Chuck Connors, Lawrence Brown
Piano – Duke Ellington
Clarinet, Saxophone [Tenor] – Jimmy Hamilton
4:07
13 Rockin' In Rhythm
Alto Saxophone, Clarinet – Russell Procope
Bass – Jimmy Woode
Baritone Saxophone – Harry Carney
Tenor Saxophone, Clarinet – Jimmy Hamilton
Alto Saxophone – Johnny Hodges
Tenor Saxophone – Paul Gonsalves
Drums – Jimmy Johnson (2), Sam Woodyard
Trombone – Britt Woodman, John Sanders, Quentin "Butter" Jackson*
Piano – Duke Ellington
Trumpet – Fats Ford*, Cat Anderson, Clark Terry, Harold "Shorty" Baker*, Ray Nance
4:06
Credits▼
Compiled By [Selected And Sequenced], Liner Notes [Sleeve Notes] – Peter Pullman
Mastered By – Tom "Curly" Ruff*
Producer [Additional Production Assistance] – Aric Lach Morrison
Remastered By – Phil Schaap
Notes▼
(p) & (c) 1994 PolyGram Records, Inc.
Tracks 1, 3, 11, 13 recorded July 4, 1959 at the Newport Jazz Festival, Rhode Island.
Tracks 2, 12 recorded July 29, 1966 at the International Festival of Jazz, Juan-les-Pins, France.
Track 4 recorded July 26 or 27, 1966 at the International Festival of Jazz, Juan-les-Pins, France.
Tracks 5 to 8 recorded February 20, 1959, in New York.
Tracks 9 to 10 recorded June 25, 26 or 27, 1957 in New York City,
Track 3 recorded July 4, 1959

William James "Count" Basie was an American jazz pianist, organist, bandleader, and composer. In 1935, Basie formed his own jazz orchestra, the Count Basie Orchestra, and in 1936 took them to Chicago for a long engagement and their first recording.

Jean Reinhardt, known to all by his Romani nickname Django, was a Belgian-born Romani-French jazz guitarist and composer. He was the first major jazz talent to emerge from Europe and remains the most significant.

Arthur Tatum Jr. was an American jazz pianist who is widely regarded as one of the greatest in his field. Tatum grew up in Toledo, Ohio, where he began playing piano professionally and had his own radio program, rebroadcast nationwide, while still in his teens.