Music by Thomas "Fats" Waller; Featuring songs by Porter Grainger ("'T Ain't Nobody's Business If I Do", "Fat and Greasy"), Everett Robbins ("'T Ain't Nobody's Business 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 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 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"), Lester A. Santly ("Lookin' Good But Feelin' Bad"), Porter Grainger ("'T Ain't Nobody's Business If I Do", "Fat and Greasy"), Everett Robbins ("'T Ain't Nobody's Business If I Do"), Richard Maltby, Jr. ("'T Ain't Nobody's Business If I Do", "Spreadin' Rhythm Around", "That Ain't Right","Handful of Keys", "Jitterbug Waltz", "Lounging at the Waldorf"), Murray Horwitz ("'T Ain't Nobody's Business If I Do", "That Ain't Right", "Handful of Keys"), 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"), 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 ("Handful of Keys"); Music orchestrated by Luther Henderson; Music arranged by Luther Henderson; Vocal arrangements by William Elliott and Jeffrey Gutcheon
