- "If That's the Way You Want It" (Gloria Shayne) - 2:36
- "Comin' in the Back Door" (Scott Turner) - 2:20
- "Don't Wait Too Long" (Sunny Skylar) - 2:10
- "Nocturne" (Claus Ogerman) - 2:40
- "The Bitter End" (Ogerman) - 2:00
- "Theme from "Burke's Law" (Herschel Burke Gilbert) - 2:10
- "Quiet Village" (Les Baxter) - 3:09
- "Caesar and Cleopatra Theme" (Alex North) - 3:10
- "Signing Off" (Leonard Feather) - 2:27
- "Little Tracy" (Wynton Kelly) - 2:39
- "To Kill a Mockingbird" (Elmer Bernstein) - 2:15
- Recorded in New York City on May 10, 1963 (tracks 7, 8 & 11), November 14, 1963 (tracks 4, 5 & 10) and November 15, 1963 (tracks 1-3, 6 & 9)
- Wynton Kelly - piano
- Kenny Burrell - guitar (tracks 1, 3-6 & 8-11)
- Paul Chambers - bass
- Jimmy Cobb - drums
- Claus Ogerman - string arrangement, conductor (tracks 1-3, 6-9 & 11)
- Unknown musicians - cornet, clarinet, tenor saxophone (tracks 2 & 5)
- Unknown musician - vibes (tracks 8, 9 & 11)
- Unknown musician - percussion (tracks 1, 7 & 8)
- Unknown musicians - trumpet, trombone, saxophones, conga, timpany, bell (track 11)
- Bob Simpson, Phil Ramone - engineer
- Val Valentin - director of engineering