| # | Name | Instrument |
|---|---|---|
| 1 | Count Basie | Piano |
| 2 | John Clayton | Bass |
| 3 | Ray Brown | Trumpet |
| 4 | Eric Dixon | Saxophone |
| 5 | Charlie Fowlkes | Saxophone |
| 6 | Dennis Wilson | Trombone |
| 7 | Bobby Plater | Saxophone |
| 8 | Sonny Cohn | Trumpet |
| 9 | Kenny Hing | Saxophone |
| 10 | Butch Miles | Drums |
| 11 | Pete Minger | Trumpet |
| 12 | James Daniel "Danny" Turner | Saxophone |
| 13 | Freddie Green | Guitar |
| 14 | Paul Cohen | Trumpet |
| 15 | Bill Hugues | Trombone |
| 16 | Mel Wanyo | Trombone |
| 17 | Booty Wood | Trombone |
| 18 | Dennis Rowland | Vocals |
| # | Title |
|---|---|
| 1 | Wind Machine |
| 2 | Blues For Stephanie |
| 3 | John III |
| 4 | There Will Never Be Another You |
| 5 | Booty's Blues |
| 6 | Splanky |
| 7 | I Can't Get Started |
| 8 | Basie |
| 9 | Watch What Happens |
| 10 | Everyday I Have The Blues |
| 11 | Work Song |
| 12 | Good Mileage |
| 13 | In A Mellow Tone |