Side A
1 When I Fall In Love 3:09
2 Stardust 3:13
3 Stay As Sweet As You Are 2:58
4 Where Can I Go Without You 2:57
5 Maybe It's Because I Love You Too Much 2:49
6 Love Letters 2:47
Side B
1 Ain't Misbehavin' 3:16
2 I Thought About Marie 3:03
3 At Last 2:58
4 It's All In The Game 3:05
5 When Sunny Get's Blue 2:46
6 Love Is The Thing 3:03
7 An Affair To Remember (bonus track) 3:02
8 Fascination (bonus track) 2:30
Side C
1 The Very Thought Of You 3:49
2 But Beautiful 3:27
3 Impossible 3:09
4 "I Wish I Knew 3:14
5 I Found A Million Dollar Baby (In A Five & Ten Cent Store) 2:51
6 Magnificent Obsession 3:54
7 My Heart Tells Me (Should I Believe My Heart) 4:13
Side D
1 Paradise 3:14
2 This Is All I Ask 4:30
3 Cherie, I Love You 3:30
4 Making Believe You're Here 3:39
5 Cherchez La Femme 2:40
6 For All We Know 3:16
7 The More I See You 3:26
8 Morning Star (bonus track) 2:14