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Mingus collaborated with arranger/orchestrator Bob Hammer to score the music for a large ensemble of brass and saxophones.

All tracks composed by Charles Mingus, except where noted.

1. "II B.S." – 4:48
2. "I X Love" – 7:41
3. "Celia" – 6:14
4. "Mood Indigo" (Duke Ellington/Barney Bigard) – 4:45
5. "Better Get Hit in Yo' Soul" – 6:30
6. "Theme for Lester Young" – 5:51
7. "Hora Decubitus" – 4:41
8. "Freedom" – 5:10 Bonus track on CD reissue

Some editions of this album, such as Impulse Records AS-54-B, exclude the track "Freedom."

Most of the compositions on this album had been previously recorded or have since been rerecorded, some under different titles, on other albums.

• "II B.S." as "Haitian Fight Song" on Plus Max Roach and The Clown
• "I X Love" as "Duke's Choice" on A Modern Jazz Symposium of Music and Poetry.[4][5][6]
• "Celia" on East Coasting
• "Better Get Hit in Yo' Soul" as "Better Git It in Your Soul" on Mingus Ah Um (also "Better Git Hit in Your Soul" on Mingus at Antibes)
• "Theme for Lester Young" as "Goodbye Pork Pie Hat" on Mingus Ah Um
• "Hora Decubitus" as "E's Flat, Ah's Flat Too" on Blues & Roots
• "Freedom" on The Complete Town Hall Concert (1962)

Tracks #1 and 4–8, recorded on September 20, 1963:

• Eddie Preston – Trumpet
• Richard Williams – Trumpet
• Britt Woodman – Trombone
• Don Butterfield – Tuba
• Jerome Richardson – Soprano, baritone saxes, flute
• Dick Hafer – Tenor sax, clarinet, flute
• Booker Ervin – Tenor sax
• Eric Dolphy – Alto sax, flute, bass clarinet
• Jaki Byard – Piano
• Charles Mingus – Bass, (narration, #8)
• Walter Perkins – Drums
• Bob Hammer – Arranger and orchestrator

Tracks #2 and 3, recorded on January 20, 1963:

• Rolf Ericson – Trumpet
• Richard Williams – Trumpet
• Quentin Jackson – Trombone
• Don Butterfield – Tuba
• Jerome Richardson – Soprano, baritone saxes, flute
• Dick Hafer – Tenor sax, flute, oboe
• Charlie Mariano – Alto sax
• Jaki Byard – Piano
• Jay Berliner – Guitar
• Charles Mingus – Bass, piano
• Dannie Richmond – Drums
• Bob Hammer – Arranger and orchestrator

Freedom, by Charles Mingus (excerpt)

This mule ain't from Moscow,

this mule ain't from the South.

But this mule's had some learning,

mostly mouth-to-mouth.

The lyrics, "This mule ain't from Moscow", might be a reference to a Moscow Mule, a drink made of vodka and ginger beer popular in the 1950s, but is likely also referring to African-American slaves as the "mule".

Mingus performed a number of other songs with spoken poetry or narration:

• "Scenes in the City"
• "The Chill of Death"
• "The Clown"
• "Weary Blues" (read by Langston Hughes)
• "Don't Let It Happen Here"
• "It Was A Lonely Day In Selma, Alabama"
• "Where Does A Man Go To Find Peace?"

Several of his other pieces have lyrics:

• "Fables of Faubus"
• "Oh Lord, Don't Let Them Drop That Atomic Bomb on Me"
• "Devil Woman"