Tracklist:

1 Make Me Rainbows Alan Bergman, Marilyn Bergman, Johnny Williams 4:15
2 You'd Better Love Me Hugh Martin, Timothy Gray 3:36
3 Gypsy in My Soul Clay Boland, Moe Jaffe 5:18
4 I Have Dreamed Richard Rodgers, Oscar Hammerstein II 3:44
5 You're the Top Cole Porter 4:22
6 The Best Thing for You Irving Berlin 4:14
7 Whistling Away the Dark Henry Mancini, Johnny Mercer 4:10
8 I've Got You Under My Skin/Easy to Love Cole Porter 3:30
9 Falling in Love With Love Richard Rodgers, Lorenz Hart 3:20
10 You Don't Know Me Eddy Arnold, Cindy Walker 4:27
11 Too Close for Comfort Jerry Bock, George David Weiss, Larry Holofcener 5:45
12 Inchworm Frank Loesser 2:30
13 Something's Coming Leonard Bernstein, Stephen Sondheim 3:04
14 Sometimes Henry Mancini, Felice Mancini 1:00

Personnel: Trudy Desmond (vocals); Ed Bickert (acoustic & electric guitars); Jay Berliner, Peter Bernstein, Reg Schwager (guitar); Rick Wilkens (tenor saxophone); Tom Szezesniak (accordion); Don Thompson (vibraphone, piano, percussion); Mike Renzi, Bill Charlap (piano); Neil Swainson, Marc Johnson (bass); Terry Clark, Joe La Barbera (drums); Jim Saporito (percussion). String Quartet: Adele Armin, Vera Tarnowsky (violin); Terry Helmer (viola); Richard Armin (cello).

Trudy Desmond's subdued, sensuous style and versatility helped make her one of the most prominent female Canadian jazz vocalists. Her music developed while she pursued several other careers, including working as an actress, running an interior design business, producing cabaret and theater shows, and running a club for vocalists. As a singer, she worked with both small and large ensembles, performing in a variety of settings from small clubs to festivals in the United States and Canada. She recorded for several labels, including Justin Time, Unisson, Jazz Alliance, and Koch. Her battle with cancer also led her to devote her time to various medical charities and support groups. She died in 1999.