･ LIMITED COLLECTOR’S EDITIONS
･ NEWLY REMASTERED
･ OUTSTANDING NEW COVERS
･ DIRECT METAL MASTERING
･ 180g LP - AUDIOPHILE PRESSING

FRANK SINATRA， vocals; COUNT BASIE， piano & conductor;
The Count Basie Orchestra: Al Aarons， Sonny Cohn， Thad Jones， Al Porcino， Fortunatus Fip Ricard (tp)， Henry Coker， Benny Powell， Rufus Wagner (tb)， Marshall Royal (cl， as)， Frank Wess (as， fl， ts)， Eric Dixon (ts， fl)， Frank Foster (ts)， Charlie Fowlkes (bar)， Freddie Green (g)， Buddy Catlett (b)， Sonny Payne (d).
Produced by Frank Sinatra.
Los Angeles， October 2 (tracks A2， B2-B3 & B5) & October 3 (tracks A1， A3-A5， B1 & B4)， 1962.
Arrangements by NEAL HEFTI
*BONUS TRACKS (A6 & B6)
FRANK SINATRA (vocals)， orchestra conducted & arranged by NELSON RIDDLE. Produced by Voyle Gilmore. Hollywood， January 10 (A6) & November 20 (B6)， 1956.

SIDE A:
1. PENNIES FROM HEAVEN (Johnny Burke-Arthur Johnston)
2. PLEASE BE KIND (Sammy Cahn-Saul Chaplin)
3. (LOVE IS) THE TENDER TRAP (Sammy Cahn-Jimmy Van Heusen)
4. LOOKING AT THE WORLD THRU ROSE COLORED GLASSES (Jimmy Steiger-Tommy Malie)
5. MY KIND OF GIRL (Leslie Bricusse)
6. PENNIES FROM HEAVEN [1956 version] (Johnny Burke-Arthur Johnston) *
SIDE B:
1. I ONLY HAVE EYES FOR YOU (Harry Warren-Al Dubin)
2. NICE WORK IF YOU CAN GET IT (George & Ira Gershwin)
3. LEARNIN’ THE BLUES (Dolores Vicki Silvers)
4. I’M GONNA SIT RIGHT DOWN AND WRITE MYSELF A LETTER (Fred E. Ahlert-Joe Young)
5. I WON’T DANCE (Jerome Kern-Oscar Hammerstein II-Dorothy Fields-Otto Harbach)
6. NICE WORK IF YOU CAN GET IT [1956 version] (George & Ira Gershwin) *

Neal Hefti (1922-2008) had a lot to do with the fact that the Count Basie band was still active in the 1960s. In October 1957， Basie had recorded the album E=MC2， also known as The Atomic Mr. Basie. It became one of the top-hit LPs by the Basie band and featured splendid arrangements and compositions by Hefti. The release of that album in late 1957 marked the beginning of a glorious new phase in Count Basie’s career during a time in which sustaining a big band was extremely difficult due to the change of musical tastes (for a while Basie even contented himself with leading small groups ranging from sextets to octets). That album would have the same importance for Basie as the Newport ’56 concert and subsequent album would have for Ellington. Both Ellington and Basie were extremely rare in being able to sustain their big bands for the rest of their careers (both bands even subsisted for a while after their leaders’ deaths). Given the album’s success， the Basie-Hefti formula was retried in April of 1958， when they made the album Basie plays Hefti. Apart from further live recordings of Basie playing these same arrangements and the two albums (The Atomic Mr. Basie and Basie Plays Hefti)， Count Basie and Neal Hefti’s paths would only cross again for two final albums together， the present collaboration with Frank Sinatra， taped in October of 1962， and another album recorded in November of that same year and titled On My Way and Shoutin’ Again， which featured exclusively tunes composed and arranged by Hefti.
Hefti was the arranger of the first recorded collaboration between Count Basie and Frank Sinatra， Sinatra-Basie (Reprise R9-1008)， released in 1962. By that time both Basie and Sinatra were already legendary figures. Sinatra had also recorded previously with Neal Hefti. His album Sinatra and Swinging Brass (Reprise R9-1005) had been taped by the singer with Hefti a few months before the Sinatra-Basie collaboration. “I’ve waited twenty years for this moment，” said Frank Sinatra before entering the studio to begin work on Sinatra-Basie， one of the most eagerly anticipated LPs of the period.