Music by Thomas "Fats" Waller; Music Supervision and Arrangements by Luther Henderson; Vocal arrangements by William Elliott and Jeffrey Gutcheon; Music (with Waller) by Harry Brooks ("Ain't Misbehavin'", "Off-Time", "Black and Blue"), Harry Link ("I've Got a Feeling I'm Falling") and Herman Autry ("Yacht Club Swing"); Featuring songs by Porter Grainger ("'T Ain't Nobody's Biz-ness If I Do", "Fat and Greasy"), Everett Robbins ("'T Ain't Nobody's Biz-ness If I Do"), Jimmy McHugh ("Spreadin' Rhythm Around", "I've Got My Fingers Crossed", "I Can't Give You Anything But Love"), Roy Turk ("Mean to Me"), Fred E. Ahlert ("Mean to Me", "I'm Gonna Sit Right Down and Write Myself a Letter"), Ada Benson ("Your Feet's Too Big"), Fred Fisher ("Your Feet's Too Big"), Nat "King" Cole ("That Ain't Right"), Charlie Johnson ("Fat and Greasy"), Hoagy Carmichael ("Two Sleepy People") and Billy Mayhew ("It's a Sin to Tell a Lie"); Featuring songs with lyrics by Andy Razaf ("Ain't Misbehavin'"; "Honeysuckle Rose"; "Off-Time"; "The Joint is Jumpin'"; "Find Out What They Like"; "Keepin' out of Mischief Now"; "Black and Blue"), Lester A. Santly ("Lookin' Good But Feelin' Bad"), Porter Grainger ("'T Ain't Nobody's Biz-ness If I Do", "Fat and Greasy"), Everett Robbins ("'T Ain't Nobody's Biz-ness If I Do"), Billy Rose ("I've Got a Feeling I'm Falling"), Clarence Williams ("Squeeze Me"), J. C. Johnson ("How Ya Baby", "Yacht Club Swing", "The Joint is Jumpin'"), George Marion, Jr. ("The Ladies Who Sing with the Band", "When the Nylons Bloom Again", "This is So Nice"), Ed Kirkeby ("Cash for Your Trash"), Ted Koehler ("Spreadin' Rhythm Around", "I've Got My Fingers Crossed"), Roy Turk ("Mean to Me"), Fred E. Ahlert ("Mean to Me"), Ada Benson ("Your Feet's Too Big"), Fred Fisher ("Your Feet's Too Big"), Nat "King" Cole ("That Ain't Right"), Charlie Johnson ("Fat and Greasy"), Joe Young ("I'm Gonna Sit Right Down and Write Myself a Letter"), Frank Loesser ("Two Sleepy People"), Dorothy Fields ("I Can't Give You Anything But Love"), Billy Mayhew ("It's a Sin to Tell a Lie") and Marty Grosz; Featuring songs with additional lyrics by Richard Maltby, Jr. ("'T Ain't Nobody's Biz-ness If I Do", "Spreadin' Rhythm Around", "That Ain't Right", "Handful of Keys", "The Jitterbug Waltz","Lounging at the Waldorf") and Murray Horwitz ("'T Ain't Nobody's Biz-ness If I Do", "That Ain't Right", "Handful of Keys")
