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| 1 | – The Count Basie OrchestraFeat. Castro "Mr. Sipp" Coleman | Let's Have A Good Time | 4:06 |
| 2 | – The Count Basie OrchestraFeat. Bobby Rush | Boogie In The Dark | 3:55 |
| 3 | – The Count Basie OrchestraFeat. Shemekia Copeland, Buddy Guy, Charlie Musselwhite | I'm A Woman | 4:58 |
| 4 | – The Count Basie OrchestraFeat. Keb' Mo', Lauren Mitchell | Down Home Blues | 4:36 |
| 5 | – The Count Basie OrchestraFeat. Bettye LaVette | Stormy Monday | 3:16 |
| 6 | – The Count Basie OrchestraFeat. Robert Cray | The Midnight Hour | 3:33 |
| 7 | – The Count Basie OrchestraFeat. Castro "Mr. Sipp" Coleman | Dirty Mississippi Blues | 3:58 |
| 8 | – The Count Basie OrchestraFeat. Charlton Johnson | The Patton Basie Shuffle | 4:32 |
| 9 | – The Count Basie OrchestraFeat. Ledisi | Evil Gal Blues | 3:21 |
| 10 | – The Count Basie OrchestraFeat. Jamie Davis | Look What You've Done | 2:51 |
| 11 | – The Count Basie OrchestraFeat. Carmen Bradford | Just For A Thrill | 2:50 |
| 12 | – The Count Basie OrchestraFeat. George Benson | Rock Candy | 5:26 |
Alto Saxophone [2nd Alto] – Markus Howell
Alto Saxophone [Lead Alto] – David Glasser
Baritone Saxophone – Josh Lee
Directed By, Soloist, Trumpet [Trumpet Soloist] – Scotty Barnhart
Executive-Producer – John Burk
Organ – Bobby Floyd
Producer – Scotty Barnhart
Producer – Steve Jordan
Rhythm Section, Bass – Trevor Ware
Rhythm Section, Drums – Robert Boone
Rhythm Section, Guitar – Will Matthews
Rhythm Section, Piano – Glen Pearson
Tenor Saxophone [1st Tenor] – Doug Lawrence
Tenor Saxophone [2nd Tenor] – Doug Miller
Trombone [2nd] – Clarence Banks
Trombone [3rd] – Mark Williams
Trombone [4th] – Alvin Walker
Trombone [Lead] – Isrea Butler
Trumpet [2nd] – Shawn Edmonds
Trumpet [3rd] – Endre Rice
Trumpet [4th] – Brandon Lee
Trumpet [Lead] – Frank Greene
Vocals – Carmen Bradford
Alto Saxophone [Lead Alto] – David Glasser
Baritone Saxophone – Josh Lee
Directed By, Soloist, Trumpet [Trumpet Soloist] – Scotty Barnhart
Executive-Producer – John Burk
Organ – Bobby Floyd
Producer – Scotty Barnhart
Producer – Steve Jordan
Rhythm Section, Bass – Trevor Ware
Rhythm Section, Drums – Robert Boone
Rhythm Section, Guitar – Will Matthews
Rhythm Section, Piano – Glen Pearson
Tenor Saxophone [1st Tenor] – Doug Lawrence
Tenor Saxophone [2nd Tenor] – Doug Miller
Trombone [2nd] – Clarence Banks
Trombone [3rd] – Mark Williams
Trombone [4th] – Alvin Walker
Trombone [Lead] – Isrea Butler
Trumpet [2nd] – Shawn Edmonds
Trumpet [3rd] – Endre Rice
Trumpet [4th] – Brandon Lee
Trumpet [Lead] – Frank Greene
Vocals – Carmen Bradford