Unlike Kind of Blue, which featured nothing but group originals, this album paired equal numbers of Miles Davis tunes with pop standards, including the title song resurrected from the 1937 Disney film Snow White and the Seven Dwarfs. The titles to all three Davis originals refer to specific individuals: Pfrancing to his wife Frances, featured on the album cover; Teo to his producer Teo Macero; and Drad Dog to Columbia Records president Goddard Lieberson.

1. Someday My Prince Will Come
2. Old Folks
3. Pfrancing
4. Drag-Dog
5. Teo
6. I Thought About You