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arranged by Eddie Sauter
bass Artie Bernstein
clarinet Benny Goodman
drums Nick Fatool
guitar Charlie Christian
piano Fletcher Henderson
saxophone Buff Estes
saxophone Bus Bassey
saxophone Jerry Jerome
saxophone Toots Mondello
trombone Red Ballard
trombone Ted Vesely
trombone Vernon Brown
trumpet Jimmy Maxwell
trumpet Johnny Martel
trumpet Ziggy Elman
vocals, chorus Mildred Bailey
written-by Eddie Delange
written-by Jimmy Van Heusen