| # | Title | Artist | Rating | Length |
|---|
| 1 | Ain’t Misbehavin’ | Fats Waller and His Rhythm | | 4:00 |
| 2 | Honeysuckle Rose | A Jam Session at Victor | | 3:10 |
| 3 | Handful of Keys | Fats Waller | | 2:54 |
| 4 | I’m Crazy ’Bout My Baby (and My Baby’s Crazy ’Bout Me) | Fats Waller and His Rhythm | | 2:23 |
| 5 | Smashin’ Thirds | Fats Waller | | 3:13 |
| 6 | The Joint is Jumpin’ | Fats Waller and His Rhythm | | 2:50 |
| 7 | Keepin’ Out of Mischief Now | Fats Waller | | 3:16 |
| 8 | Squeeze Me | Fats Waller and His Rhythm | | 3:12 |
| 9 | Honeysuckle Rose | Fats Waller | | 3:38 |
| 10 | All That Meat and No Potatoes | Fats Waller and His Rhythm | | 2:48 |
| 11 | The Jitterbug Waltz | Fats Waller, His Rhythm & His Orchestra | | 3:23 |
| 12 | I Ain’t Got Nobody (and Nobody Cares for Me) | Fats Waller and His Rhythm | | 2:52 |
| 13 | Lulu’s Back in Town | Fats Waller and His Rhythm | | 2:43 |
| 14 | I’m Gonna Sit Right Down and Write Myself a Letter- recorded in:
- New York, New York, United States (on 1935-05-08)
- alto saxophone, clarinet and reeds:
- Rudy Powell (on 1935-05-08)
- double bass:
- Charles Turner (on 1935-05-08)
- drums (drum set):
- Harry Dial (on 1935-05-08)
- guitar:
- Al Casey (on 1935-05-08)
- piano:
- Fats Waller (on 1935-05-08)
- trumpet:
- Herman Autrey (on 1935-05-08)
- vocals:
- Fats Waller (on 1935-05-08)
- performer:
- Fats Waller and His Rhythm (on 1935-05-08)
- recording of:
- I’m Gonna Sit Right Down and Write Myself a Letter (on 1935-05-08)
- lyricist:
- Joe Young
- composer:
- Fred Ahlert and Joe Young
- publisher:
- Anglo-Pic Music Co. Ltd., Azure Pearl Music, Beeping Good Music Publishing, Bluewater Music UK, David Ahlert Music, DeSylva, Brown and Henderson, Inc., Downtown Music Publishing LLC , Fred Ahlert Mus. Corp., MCA Music Ltd., Memory Lane Music Ltd., MPL UK Publishing, Pencil Mark Music and Rytvoc, Inc.
| Fats Waller and His Rhythm | | 3:36 |
| 15 | Somebody Stole My Gal | Fats Waller and His Rhythm | | 3:31 |
| 16 | It’s a Sin to Tell a Lie | Fats Waller and His Rhythm | | 2:58 |
| 17 | The Sheik of Araby- recorded in:
- New York, New York, United States (on 1938-04-12)
- alto saxophone:
- William Allsop (on 1938-04-12), Jimmy Powell (on 1938-04-12) and Fred Skerritt (on 1938-04-12)
- double bass:
- Cedric Wallace (on 1938-04-12)
- drums (drum set):
- Slick Jones (on 1938-04-12)
- guitar:
- Al Casey (on 1938-04-12)
- piano:
- Fats Waller (on 1938-04-12)
- tenor saxophone:
- Gene Sedric (on 1938-04-12) and Lonnie Simmons (on 1938-04-12)
- trombone:
- John Haughton (on 1938-04-12) and George Robinson (on 1938-04-12)
- trumpet:
- Herman Autrey (on 1938-04-12), John "Bugs" Hamilton (on 1938-04-12) and Nathaniel "Courtney" Williams (on 1938-04-12)
- vocals:
- Fats Waller (on 1938-04-12)
- cover recording of:
- The Sheik of Araby (on 1938-04-12)
- lyricist:
- Harry B. Smith (in 1921) and Francis Wheeler (in 1921)
- composer:
- Ted Snyder (in 1921)
- publisher:
- Jerry Vogel Music, Mills Music, Inc., Redwood Music and Salabert
- recording of:
- The Sheik of Araby (on 1938-04-12)
- lyricist:
- Harry B. Smith (in 1921) and Francis Wheeler (in 1921)
- composer:
- Ted Snyder (in 1921)
- publisher:
- Jerry Vogel Music, Mills Music, Inc., Redwood Music and Salabert
| Fats Waller, His Rhythm & His Orchestra | | 3:12 |
| 18 | Two Sleepy People | Fats Waller and His Rhythm | | 3:09 |
| 19 | A Good Man is Hard to Find | Fats Waller and His Rhythm | | 3:06 |
| 20 | Your Feet’s Too Big | Fats Waller and His Rhythm | | 3:06 |