A1 Night Lights 4:50
A2 Morning Of The Carnival From " Black Orpheus " 5:24
A3 Wee Small Hours 5:34
B1 Prelude In E Minor 4:12
B2 Festive Minor 6:44
B3 Tell Me When

The US original stereo pressing, recorded at Nola Penthouse Studios in New York in September 1963. Mulligan plays baritone saxophone and piano, and arranged every track. Art Farmer on trumpet and flugelhorn, Bob Brookmeyer on valve trombone, Jim Hall on guitar, Bill Crow on bass, Dave Bailey on drums. Two of the six pieces come from outside jazz: Chopin's Prelude in E minor on B1, and a Luiz Bonfá theme from the film Black Orpheus on A2. The sleeve records that the session was cut to Ampex machines at fifteen inches per second.