The evening's second ballad features Richard Rodgers's classic show tune at 57 BPM, with bassist Ben Wolfe taking the first solo — a one-chorus statement over the 36-bar AABA' form — followed by Cohen's one-chorus piano solo. Dillard again sits out the solo section, making this another rhythm-section showcase. The eleven-minute performance gives Rodgers's haunting melody and lush harmonic movement room to breathe at an extremely slow tempo. Rodgers composed the piece with lyricist Lorenz Hart for the 1937 Broadway musical Babes in Arms, and it became one of jazz's most interpreted ballads through recordings by Chet Baker, Miles Davis, and countless others. Wolfe's opening bass solo on this well-known ballad demonstrates his lyrical approach to the instrument, establishing the melody's emotional character before Cohen's piano takes over. The set then shifts back to uptempo playing with Monk's Four in One.