Tracklist

CD 1
# Title Rating Length
1 Music Makes Me
2:04
2 Carioca
11:21
3 Orchids in the Moonlight
2:20
4 Music Makes Me (reprise)
1:30
5 Flying Down to Rio
4:30
6 Flying Down to Rio: End Titles
0:41
7 Let’s Begin
2:43
8 I’ll Be Hard to Handle
1:42
9 I Won’t Dance
5:26
10 Carefree
2:03
11 Since They Turned "Loch Lomond" Into Swing
2:45
12 I Used to Be Color Blind
3:48
13 The Yam
5:45
14 Change Partners
3:29
15 Change Partners (reprise)
1:49
16 Final
1:06
CD 2
# Title Rating Length
1 Top Hat: No Strings (I’m Fancy Free)
6:10
2 Top Hat: Isn’t This a Lovely Day (To Be Caught in the Rain?)
4:20
3 Top Hat: Top Hat, White Tie and Tails
4:30
4 Top Hat: Cheek to Cheek
5:03
5 Top Hat: The Piccolino
3:17
6 Top Hat: Final
1:13
7 A Damsel in Distress: I Can’t Be Bothered Now
1:22
8 A Damsel in Distress: A Foggy Day
2:16
9 A Damsel in Distress: Nice Work If You Can Get It
2:34
10 A Damsel in Distress: Things Are Looking Up
3:49
11 Dancing Lady: Heigh-Ho, the Gang’s All Here
2:55
12 Holiday Inn: I Can’t Tell a Lie
2:44
13 The Sky’s the Limit: One for My Baby (And One More for the Road)
4:58

Credits

CD 1

additional lyricist:
Dorothy Fields (US Tin Pan Alley librettist and lyricist) (track 8)
composer:
Irving Berlin (tracks 10–11, 13, 16)
Jerome Kern (track 9)
Vincent Youmans (tracks 1–6)
Jerome Kern (1932) (track 8)
Jerome Kern (1933) (track 7)
Irving Berlin (1938) (tracks 12, 14–15)
conductor:
Max Steiner (1933) (track 5)
Victor Baravalle (1938) (track 14)
lyricist:
Irving Berlin (tracks 10–11, 13, 16)
Edward Eliscu (tracks 1–6)
Dorothy Fields (US Tin Pan Alley librettist and lyricist) (track 7)
Gus Kahn (tracks 1–6)
Jimmy McHugh (songwriter) (track 9)
Bernard Dougall (1932) (track 8)
Otto Harbach (1933) (track 7)
Dorothy Fields (US Tin Pan Alley librettist and lyricist) (1935) (track 9)
Irving Berlin (1938) (tracks 12, 14–15)
orchestra:
The RKO Radio Studio Orchestra (1938) (track 14)
vocals:
Fred Astaire (1933) (track 5)
Fred Astaire (1938) (track 14)
publisher:
T.B. Harms Co. (track 9)
Universal Music Publishing Ltd. (UK subsidiary of Universal Music Publishing Group) (track 9)
is based on:
I Won’t Dance (1934, lyrics by Hammerstein/Harbach, from "Three Sisters") (track 9)
part of:
Roberta (tracks 7–8)
partial instrumental recording of:
Flying Down to Rio (from "Flying Down to Rio") (1933) (track 6)
Carefree (from "Carefree") (1938) (track 16)
partial recording of:
Music Makes Me (from "Flying Down to Rio") (1933) (track 4)
Change Partners (from "Carefree") (1938) (track 15)
recording of:
I Won’t Dance (1935, lyrics by Dorothy Fields, from "Roberta") (track 9)
I’ll Be Hard to Handle (from "Roberta") (track 8)
Let’s Begin (from "Roberta") (track 7)
Carioca (from "Flying Down to Rio") (1933) (track 2)
Flying Down to Rio (from "Flying Down to Rio") (1933) (track 5)
Music Makes Me (from "Flying Down to Rio") (1933) (track 1)
Orchids in the Moonlight (from "Flying Down to Rio") (1933) (track 3)
Carefree (from "Carefree") (1938) (track 10)
Change Partners (from "Carefree") (1938) (track 14)
I Used to Be Color Blind (from "Carefree") (1938) (track 12)
Since They Turned "Loch Lomond" Into Swing (from "Carefree") (1938) (track 11)
The Yam (from "Carefree") (1938) (track 13)

CD 2

composer:
Irving Berlin (1935) (track 3)
George Gershwin (composer) (1937) (tracks 7–8)
conductor:
Max Steiner (1935) (track 3)
Victor Baravalle (1937) (tracks 7–8)
lyricist:
Irving Berlin (1935) (track 3)
Ira Gershwin (1937) (tracks 7–8)
orchestra:
The RKO Radio Studio Orchestra (1937) (tracks 7–8)
vocals:
Fred Astaire (1935) (track 3)
Fred Astaire (1937) (track 8)
publisher:
WB Music Corp. (ASCAP) (track 8)
Gershwin Publishing Corp (1937) (track 7)
later translated versions:
A Newö heit (track 8)
Jour de brouillard (track 8)
Um dia de garoa (track 8)
part of:
A Damsel in Distress (1937 film score) (tracks 7–8)
Crazy For You (1992 Musical) (track 7)
recording of:
Top Hat, White Tie and Tails (1935) (track 3)
A Foggy Day (in London Town) (1937) (track 8)
I Can't Be Bothered Now (1937) (track 7)
referred to in medleys:
Top Hat Medley (Charlie Kunz) (track 3)