Frank Sinatra and Count Basie, arranged by Quincy Jones, recorded live in the studio in 1964. This is the sound of a man at his peak pushing a big band to swing harder than law allows. If you want to hear what authority sounds like in stereo, start here.

The first time you hear the Basie band hit the downbeat on “Fly Me to the Moon” — the full brass section, that unmistakable piano intro — you realize something has changed. Sinatra isn’t crooning anymore. He’s trading fours with one of the tightest orchestras in jazz, and he has to earn every entrance.

Quincy Jones wrote the charts. That’s the secret weapon.

Jones had just come off working with Basie on the Sinatra at the Sands recordings, and he knew exactly how to frame a voice that didn’t need to be louder than the band — just smarter. The brass stabs. The held notes that let Sinatra slip in underneath. The quick, almost teasing pauses before the vocal re-entry. It’s not accompaniment; it’s dialogue.

Recorded over four days in June 1964 at A&R Studios in New York, the session was a live-to-two-track affair. No overdubs. No safety nets. Engineer Lowell Frank placed the band in a semi-circle around Sinatra, who stood at a single RCA 77DX ribbon microphone. You can hear him move — the slight change in presence when he leans back for a phrase or steps forward to punch a syllable.

Count Basie himself stayed mostly quiet at the piano. His solos here are economical, almost minimalist. On “I Wish You Love,” he gives Sinatra a single chord and a nod before letting the saxophones take over. The man understood that sometimes the most swinging thing you can do is get out of the way.

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Sinatra was forty-eight when these sessions happened. He’d already reinvented himself three times. But listen to how he handles “I Believe in You” — the way he drags the phrase “you’re my reason to get up in the morning” just behind the beat, then snaps back perfectly on the next line. That’s not technique you learn. That’s a life lived in a thousand rooms with a thousand audiences.

The album’s centerpiece is “The Best Is Yet to Come.” Cy Coleman’s melody requires a singer who can sell optimism without sounding foolish. Sinatra practically grins through the microphone, and the band follows him like they’re chasing a cab down Broadway.

Quincy Jones later said that Sinatra never marked a vocal take. He sang every pass like it was being recorded for the last pressing of vinyl on earth. That energy is all over this record — the horns punch harder, the rhythm section locks in deeper, and Sinatra’s voice has a bite that softened in later years.

“It Might as Well Be Swing” became the template for every singer-plus-big-band record that followed. Harry Connick Jr. studied these charts. Michael Bublé built a career off the same architecture. But nobody else had a voice that could make the words “Forget the moon, just fly me to you” sound like a command rather than a request.

Engineer Lowell Frank captured the room in a way that still makes audiophiles search out original Reprise pressings. The stereo spread is wide and natural — brass on the left, reeds on the right, Basie’s piano dead center behind Sinatra’s vocal. The vinyl editions from the early 1970s are worth tracking down for the extra bottom end on “I Can’t Stop Loving You.”

This album closes with “Moon River.” Sinatra slows it to a crawl, letting the strings that Basie brought in for the session shimmer underneath. He doesn’t over-sing it. He doesn’t need to.

The best thing you can do tonight: put this on, turn the lights low, and listen to a man who knew exactly when to let the band have the last word.

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The Record
LabelReprise Records
Released1964
RecordedA&R Studios, New York City, June 9–12, 1964
Produced bySonny Burke
Engineered byLowell Frank
PersonnelFrank Sinatra (vocals), Count Basie (piano, leader), Quincy Jones (arranger, conductor), Thad Jones (trumpet), Al Aarons (trumpet), Sonny Cohn (trumpet), Henry Coker (trombone), Frank Wess (flute, alto sax), Eric Dixon (tenor sax), Charlie Fowlkes (baritone sax), Freddie Green (guitar), George Duvivier (bass), Sonny Payne (drums)
Track listing
1. Fly Me to the Moon (In Other Words)2. I Wish You Love3. I Believe in You4. More (Theme from Mondo Cane)5. I Can't Stop Loving You6. Hello, Dolly!7. The Best Is Yet to Come8. The Good Life9. I'm in the Mood for Love10. Moon River

Where are they now
Frank Sinatra
Died of a heart attack in Los Angeles in 1998 at age 82.
Count Basie
Died of cancer in Hollywood, Florida in 1984 at age 79.
Quincy Jones
Died in Los Angeles in 2024 at age 91.
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Who arranged the songs on this album?

Quincy Jones arranged and conducted all ten tracks. He had previously worked with Count Basie on the “Sinatra at the Sands” live album, and this studio session tightened that chemistry further.

Was this album recorded in one take?

The basic tracks were recorded live with the full orchestra in the room, but Sinatra recorded multiple complete vocal takes. He insisted on singing every take from start to finish rather than punching in corrections.

What equipment did Frank Sinatra use in the studio?

He sang into an RCA 77DX ribbon microphone, a classic cardioid design favored by vocalists of the era. The band was picked up by a mix of Neumann U67 condensers and Telefunken M49s, all going through a custom console built by engineer Lowell Frank.

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