Victor Young's film standard receives an intimate ballad treatment starting at 54 BPM, with an interesting structural twist — Dillard's one-chorus tenor saxophone solo is played at the slow ballad tempo, then Cohen's two-chorus piano solo doubles the time to 121 BPM, transforming the piece's character mid-performance. The eleven-minute reading gives both approaches room to develop, with the slow-to-double-time arc creating a self-contained dramatic journey. Young composed the piece for the 1944 film The Uninvited, and it became one of jazz's most recorded standards through Miles Davis's famous reading. The shift from ballad to medium tempo within a single performance is a sophisticated arranging choice that demonstrates the ensemble's ability to reshape familiar material. Positioned between the uptempo Jeannine and Victor Lewis's Latin original, this ballad provides the set's first moment of contemplation while keeping the energy flowing through the tempo shift.
