:1. "Look Who's Been Dreaming" (
Dorothy Fields) 2:40 :2. "Love Held Lightly (from
Saratoga)" (
Johnny Mercer) 4:18 :3. "Buds Won't Bud" (
Yip Harburg) 3:30 :4. "Can You Explain?" (
Truman Capote) 3:39 :5. "Wait'll It Happens to You" (Mercer) 2:31 :6. "Come on, Midnight" (
Martin Charnin) 4:38 :7. "Happy with the Blues" (
Peggy Lee) 4:25 :8. "Bad for Each Other" (
Carolyn Leigh) 3:27 :9. "Love's No Stranger to Me" (Capote) 2:49 :10. "I Could Be Good for You" (Charnin) 2:39 :11. "Got to Wear You Off My Weary Mind" (Mercer) 4:13 :12. "I Had a Love Once" (
Harold Arlen) 2:44 :13. "Love's a Necessary Thing" (
Ted Koehler) 3:38 :14. "
My Shining Hour" (Mercer) 2:35 All songs composed by
Harold Arlen, lyricists indicated. ==References==