Recorded in New York on May 7, 1964. Arranged by gerald Wilson.
The session's participants were Curt Miller, Oliver Beener, Floyd Jones, Philip Guilbeau, John Hunt, Roy Burrowes, Wallace Davenport - trumpets; Henderson Chambers, Julian Priester, Keg Johnson - trombones; Danny Turner, Harold Geezil Minerve, Bill Pearson, Hank Crawford - alto saxophones; David Fathead Newman, James Clay - tenor saxophones; Leroy Cooper - baritone saxophone; Sonny Forriest, Al Hendrickson - guitar; Wilbert Hogan, Irving Cottler, Bob Thompson (drums). The male backing vocals sound as if they were delivered by the orchestra.
Move It On Over and Who Cares (For Me) were recorded in 1962 at the Capitol Studios in New York City for, but left off, Modern Sounds I in 1962. Ray pulled them out for Have A Smile With Me two years later, but - instead of using the original Capitol stereo mix, to get more billing, Bell Sound remixed it, badly (cf. 1, 2).