At Allmusic, Scott Yanow wrote, "but the results of this 1958 session are relaxed rather than explosive. Carter and Hines explore a dozen tunes with respect and light swing, but one wishes that there were a bit more competitiveness to replace some of the mutual respect".^[3] The Penguin Guide to Jazz commented that "The rhythm section was one of the best money could buy at the time", but that the album was "generally pretty bland".^[4]

1. "Thou Swell" (Richard Rodgers, Lorenz Hart) - 2:50
2. "My Blue Heaven" (Walter Donaldson, George A. Whiting) - 3:18
3. "Just Imagine" (Buddy DeSylva, Lew Brown, Ray Henderson) - 2:31
4. "If I Could Be with You (One Hour Tonight)" (James P. Johnson, Henry Creamer) - 2:40
5. "Sweet Lorraine" (Cliff Burwell, Mitchell Parish) - 5:00
6. "Who's Sorry Now?" (Ted Snyder, Bert Kalmar, Harry Ruby) - 2:23
7. "Laugh, Clown, Laugh" (Sam M. Lewis, Ted Fio Rito, Joe Young) - 2:24
8. "All Alone" (Irving Berlin) - 3:20
9. "Mary Lou" (J. Russel Robinson, Abe Lyman, George Waggner) - 2:50
10. "In a Little Spanish Town" (Mabel Wayne, Lewis, Young) - 3:12
11. "Someone to Watch over Me" (George Gershwin, Ira Gershwin) - 3:08
12. "A Monday Date" (Earl Hines) - 3:08
13. "Who's Sorry Now?" [alternate take] (Snyder, Kalmar, Ruby) - 2:44 Bonus track on CD reissue
14. "Laugh, Clown, Laugh" [alternate take] (Lewis, Fio Rito, Young) - 2:38 Bonus track on CD reissue
15. "All Alone" [alternate take] (Berlin) - 3:10 Bonus track on CD reissue

• Benny Carter – alto saxophone, trumpet
• Earl Hines – piano
• Leroy Vinnegar – double bass
• Shelly Manne – drums