The evening's second ballad features the most intimate performance of the concert, with just Cohen and Lefkowitz-Brown soloing over Hoagy Carmichael's standard at 47 BPM. Cohen takes one chorus on piano over the 36-bar AABA' form, while Lefkowitz-Brown adds two-thirds of a chorus on tenor saxophone. The brief solo lengths and gentle tempo create a hushed atmosphere after the kinetic energy of Donna Lee. Brecker sits out the solo section, making this a moment for the younger tenor saxophonist to show his lyrical side alongside Cohen. Carmichael composed the piece in 1937, and it has become one of the most covered ballads in popular music, with versions ranging from Ella Fitzgerald to Norah Jones. The ten-minute performance allows Carmichael's warm melody to breathe, providing the program's most tender moment before the energy builds again with Cantaloupe Island.