Side A
Artist	Song
Tony Martin	Fools Rush In (Where Angels Fear To Tread
Duke Ellington, Joy Sherrill	I'm Beginning to See The Light
Andy Williams	Hawaiian Wedding Song
Little Dippers	Forever
Kitty Kallen	If I Give My Heart To You
Ketty Lester	Love Letters
The Andrew Sisters	Rum & Coca-Cola
Vera Lynn	We'll Meet Again
Jon Brion	Theme (Eternal Sunshine of the Spotless Mind)
Yo La Tengo	Our Way to Fall
The Clientele	As Night Is Falling
Iron & Wine	Love And Some Verses
American Analog Set	Where Have All the Good Boys Gone
Jon Brion	Phone Call
Jon Brion	Elephant Parade
Side B
Artist	Song	Buy
Yeah Yeah Yeahs	Maps
Mission Of Burma	Forget
The Smiths	Hand In Glove
The Beatles	Dear Prudence
Midnight Swim	Big Noise From Winnetka
Bobby Darin	Charade
Lou Busch & His Orchestra	Cool
Julie London	You'd Be So Nice To Come Home To
Louis Prima & Keely Smith	That Old Black Magic
John Coltrane	Greensleeves
Joe Bucci Trio	Topsy
Milt Buckner	The Beast
Billy May & His Orchestra	This Room Is My Castle of Quiet

Comment:

Songs 1-8 on Side A are a mix of old WWII-era love longs and a few R&B songs from the 60s. Songs 8-15 on Side A are just a bunch of indie stuff. The Jon Brion songs are more or less filler and "Theme" was dropped in to smooth the transaction from the old songs to the slow indie songs.
Songs 5-13 on Side B are old jazz/lounge/big band/space jazz type stuff. A lot of those songs where taken the from the Ultra-Lounge collection Capitol put out not long ago.

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