Piano in the Background

All compositions by Duke Ellington except as indicated

1. "Happy Go Lucky Local" – 3:02
2. "What Am I Here For" (Duke Ellington, Frankie Laine) – 4:08
3. "Medley: Kinda Dukish/Rockin' in Rhythm" (Ellington, Harry Carney, Irving Mills) – 5:52
4. "Perdido" (Juan Tizol) – 6:49
5. "I'm Beginning to See the Light" (Ellington, Don George, Johnny Hodges, Harry James) – 2:06
6. "Midriff" (Billy Strayhorn) – 4:29
7. "It Don't Mean a Thing (If It Ain't Got That Swing)" (Ellington, Mills) – 4:33
8. "Main Stem" – 4:15
9. "Take the 'A' Train" (Strayhorn) – 5:33
10. "Lullaby of Birdland" (George Shearing) – 5:23 Bonus track on CD reissue
11. "The Wailer" (Gerald Wilson) – 4:25 Bonus track on CD reissue
12. "Dreamy Sort of Thing" (Strayhorn) – 3:56 Bonus track on CD reissue
13. "Lullaby of Birdland" [alternate take] (Shearing) – 5:27 Bonus track on CD reissue
14. "Harlem Air Shaft" – 4:03 Bonus track on CD reissue

Recorded at Radio Recorders, Los Angeles, on May 31, 1960 (tracks 4 & 5), June 2, 1960 (track 7), June 20, 1960 (tracks 3, 10, 12 & 13), June 22, 1960 (track 8), June 28, 1960 (tracks 6 & 9), June 29, 1960 (track 2), June 30, 1960 (tracks 1 & 11), and March 3, 1961 (track 14)

• Johnny Hodges – alto saxophone
• Russell Procope – alto saxophone, clarinet
• Paul Gonsalves – tenor saxophone
• Jimmy Hamilton – tenor saxophone, clarinet
• Harry Carney – baritone saxophone, clarinet, bass clarinet
• Ray Nance, Willie Cook, Andres Meringuito, Eddy Mullins, Gerald Wilson – trumpet
• Lawrence Brown, Britt Woodman, Booty Wood – trombone
• Juan Tizol – valve trombone
• Duke Ellington – piano
• Aaron Bell – bass
• Sam Woodyard – drums
• Gerald Wilson – arrangement for "Perdido"
• W. A. Mathieu (as Bill Mathieu) – arrangement for "I'm Beginning to See the Light" and "It Don't Mean a Thing"