| 1. | I Never Knew (That Roses Grew) - Joe Pass, Fiorito |
| 2. | (I Don't Stand) A Ghost of a Chance (With You) - Joe Pass, Young |
| 3. | We'll Be Together Again - Joe Pass, Laine |
| 4. | Blues for Alagarn - Joe Pass, Pass, Joe |
| 5. | The Way You Look Tonight - Joe Pass, Fields, Dorothy |
| 6. | How Long Has This Been Going On? - Joe Pass, Gershwin |
| 7. | Moritat - Joe Pass, Weill |
| 8. | When Your Lover Has Gone - Joe Pass, Swan, Einar A. |
| 9. | Blues for Alagarn - Joe Pass, Pass |