Side A
1. Devil May Care (inspired by Diana Krall) (Feat. Christian McBride)
2. Angel Eyes (inspired by Ella Fitzgerald) (Feat. Norah Jones)
3. I Put A Spell On You (inspired by Nina Simone) Feat. David Sanborn)
Side B
1. Pearls (inspired by Sade) (Feat. Avishai Cohen)
2. Ex-Factor (inspired by Lauryn Hill) (Feat. Elena Pinderhughes)
3. I Can't Make You Love Me (inspired by Bonnie Raitt) (Feat. Avishai Cohen)
Side C
1. Gentle Rain (inspired by Astrud Gilberto) (Feat. Chris Potter)
2. Solitude (inspired by Carmen McRae) (Feat. Chris Potter)
3. The Nearness of You (inspired by Norah Jones)
Side D
1.. What Are You Doing The Rest Of Your Life (inspired by Dusty Springfield)
2. Killing Me Softly With His Song (inspired by Roberta Flack) (Feat. Elena Pinderhughes)
3. Strange Fruit (inspired by Billie Holiday)